Brokers were immediately suspicious of the offer when it was lodged about 9.30am yesterday, questioning whether the 8.9% premium would be enough to entice shareholders to sell.
Bapcor's offer is open until November 26.
Victoria-based Bapcor has already gained ''locked in'' agreements with three shareholders representing a 29.84% stake in Hellaby.
Bapcor is offering shareholders $3.30 per share, an 8.9% premium to Monday's closing price of $3.03. Hellaby shares climbed to $3.29 following the offer yesterday.
While Bapcor's offer is for a full 100% takeover - gaining 90% acceptances plus compulsory acquisition of the remaining 10% - it could waive that condition if it gets a more than 50% controlling stake.
Bapcor noted yesterday there was no agreement or arrangement proposed between Bapcor and Hellaby.
Craigs Investment Partners broker Peter McIntyre queried whether the 8.9% premium was enough to entice shareholders.
''The question is whether the offer is enough to get the shareholders fired up enough to sell,'' Mr McIntyre said.
In response to the offer, Hellaby's board ''strongly recommends'' its shareholders take no action, while it immediately looked to appoint an independent adviser.
Mr McIntyre said Hellaby's after-tax profit, helped by a non-cash impact of $2.5million, was down 30%.
''Despite the lower earnings, Hellaby maintained its dividend at 21.5c per share. The higher payout suggests management expect an improved earnings performance during full-year 2017,'' he said.
Bapcor wants to delist Hellaby, and plans to sell the equipment, resources and footwear businesses to focus on the automotive segment.
Bapcor chief executive Darryl Abotomey said in a statement: ''The proposed acquisition of Hellaby, if successful, will enable Bapcor to enter the New Zealand automotive parts market and use its scale and proven industry expertise to improve the service and range of products offered in New Zealand.''
Forsyth Barr broker Damian Foster said it was now up to Hellaby's shareholders to decide if the offer was acceptable, measured against the company's outlook, including new strategy and clear growth prospects over the medium term.
''As we know, Hellaby, under new chief Alan Clarke are currently going through a restructuring of their business to focus on the Automotive and Resource Services industry,'' Mr Foster said.
The aim under Hellaby's new focus is to significantly grow revenue within these core sectors to $1billion within the next five years.
''The offer comes at the very beginning of the journey for this 'new' Hellaby, as it is now defined,'' he said.
Last month Hellaby posted a 30% plunge in annual profit to $19.6million, having lowered earnings guidance earlier in the year.
Hellaby has been overhauling its portfolio and investment strategy under new chief executive Mr Clarke, who took over last November, to exit non-core footware businesses and focus on its automotive and resource services units.
Bapcor's offer said ''Bapcor considers New Zealand to be an attractive market opportunity within its broader growth strategy.
''Should this offer be unsuccessful, it is likely Bapcor will enter the New Zealand market, either organically or via acquisition.''
Bapcor believed it was an ''attractive offer'', given the lock-in agreements with three shareholders, some of which had been long-term shareholders.
Because 29.84% of shares were already locked up, Bapcor did not believe it likely that there would be any subsequent, competing takeover offer.
The offer was being funded through debt from ANZ and $A185million of new equity raised through a fully underwritten $A165million institutional placement, and $A20million share purchase plan.
Late last week Hellaby confirmed the sale of its equipment group to Maui Capital's Aqua Fund for $81million had gone unconditional. Settlement is due on September 30.
Mr Clarke said Hellaby had identified automotive and resource services as its core business groups.
During the past six months it has announced acquisition of Premier Auto Trade, in Australia, for the automotive group, and TBS Group in New Zealand, as part of the resource services group.
Footwear remained non-core and was being restructured.
Proceeds from the sale of the equipment group would fund the purchase of TBS. - Additional reporting:BusinessDesk
