The Lexington-based information services company had announced its acquisition of ReadSoft in May, but privately held Hyland Software said Wednesday that it had made a $198 million cash bid, exceeding Lexmark's offer.
Lexmark announced that it increased its cash tender offer for all outstanding shares of ReadSoft to $194 million, up 7.4 percent from its original offer.
ReadSoft's board of directors has recommended acceptance of Lexmark's revised offer, as have ReadSoft's two largest shareholders.
Hyland, based in Westlake, Ohio, works with document management, business process automation and records management -- all of the areas that Lexmark has expanded to cover in recent years.
Under Lexmark's acquisition scenario, ReadSoft would be integrated with Lexmark's Perceptive Software to give Lexmark traction in the content and business process management market in Europe.
ReadSoft has about 625 employees and recorded 2013 revenue of $117 million, with 12,000 customers in 70 countries worldwide.
The Perceptive software division is Lexmark's second-biggest business unit.
Lexmark chairman Paul Rooke said in April that the company had set a goal to achieve $500 million in software revenue by the end of 2016, with acquisitions being part of that strategy.
Lexmark has invested heavily in acquisitions as part of its strategy to identify itself as a printer and business information company, rather than simply a printer company.
Since 2010, when Lexmark bought Perceptive Software, the company has acquired Germany-based Saperion AG, Netherlands-based Pallas Athena in 2011, Australia-based ISYS Search Software; Massachusetts-based Nolij Corp.; and Luxembourg-based Brainware.
In 2013, Lexmark bought Twistage, a San Francisco company with a pure cloud software platform for managing video, audio and image content; Seattle-based AccessVia, which has software that prints on demand; Pacsgear, a Pleasanton, Calif., company that provides document and multimedia connectivity solutions; and Acuo Technologies of Minneapolis, a leader in clinical management software and the medical imaging industry.
Lexmark trades on the NYSE at LXK. ReadSoft trades on NASDAQ OMX at RSOF-B.
Cheryl Truman: (859) 231-3202. Twitter: @CherylTruman.