A spokeswoman said the independent directors were talking with the potential bidder with a view to agreeing a timescale for meetings.
The rival bid follows the Smurfit boards acceptance of the terms of the 2.1bn pre-conditional cash offer made by Chicago-based private equity firm Madison Dearborn (PrintWeek, 10 May).
Before the rival bid emerged, Madison Dearborn hoped to complete its deal by the end of August.
Other new names, including Anglo-American paper products subsidiary Mondi and Swedish-Finnish fores-try company Stora Enso, have also emerged as potential bidders for the Irish packaging group, but the spokeswoman said these were "pure speculation".
Stora Ensos executive vice-president communications and investor relations, Kari Vainio, said talk of a bid by Stora Enso was merely "industry rumours".
"We do not comment on speculation," he said.
Story by Andy Scott
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