June 22 (Reuters) - Hornby Plc, the maker of Thomas & Friends model train sets, said majority shareholder Phoenix Asset Management's offer to buy the rest of the company "significantly undervalues" the British toymaker.
Hornby also named David Adams as interim chairman to replace Roger Canham who resigned from the Hornby board with immediate effect on Wednesday.
Canham is also the non-executive chairman of Phoenix Asset Management.
Phoenix Asset on Wednesday offered to buy 17.6 million shares of Hornby at 32.375 pence per share from New Pistoia Income Ltd (NPIL), triggering a mandatory takeover offer that valued the toymaker at about 27.4 million pounds ($34.70 million).
NPIL, in April, called for a meeting to remove Hornby's Canham amid falling sales and multiple profit warnings. Phoenix Asset struck a deal with smaller stakeholders Ruffer LLP and Downing LLP to vote against NPIL's proposal.
Shares in Hornby, which has a market valuation of 27.3 million pounds, were slightly up at 32.50 pence at 1149 GMT. ($1 = 0.7896 pounds) (Reporting by Rahul B in Bengaluru; Editing by Shounak Dasgupta)