Shares in TriOil closed down a quarter at $2.81 on the TSX Venture Exchange.
Desjardins analyst Tim Murray described the metrics of the deal with ORLEN Upstream as "relatively light" at roughly 25 to 40 per cent less than what most other oil-weighted deals have been garnering lately.
And he said it's not likely a better offer will emerge.
"TriOil's strategic alternative review process has been ongoing since February and the company has been exclusively negotiating with ORLEN since early July, which suggests that other potential buyers have since walked away from the bid process," he wrote in a note to clients.
The most likely company to offer up a sweetened deal for TriOil is Lightstream Resources Ltd. (TSX:LTS), which is active in the same area of Alberta and holds about 17 per cent of TriOil's stock.
"However, given its current discount valuation and levered balance sheet, we believe Lightstream is more likely a net seller of assets at this time and that it would prefer to use the proceeds of the takeover to reduce bank debt," wrote Murray.
ORLEN Upstream is a subsidiary of PKN ORLEN S.A., one of the largest petroleum and petrochemical corporations in central and eastern Europe, and the largest in Poland.
ORLEN is paying $2.85 per common share of TriOil, representing a 31 per cent premium over the 10-day weighted average trading price up to July 2.
That was the trading day before TriOil announced it had entered into exclusive negotiations to sell the company.
Calgary-based TriOil says its outstanding debt as of June 30 was $56.4 million, resulting in a total transaction value of $240 million.
The deal is subject to regulatory and shareholder approvals, with closing expected by the end of November.
Although the takeover is by a foreign company, the value of the deal falls below the threshold for a review under the Investment Canada Act.
"The key wildcard in completing this deal will be approval from shareholders given such light multiples," Murray wrote.