Warnaco boosted the value of its recapitalization.

The Bridgeport, Conn.-based clothing maker, countering a takeover bid by Encino-based W Acquisition, offered to pay shareholders a package of cash, notes and stock valued at about $45 a share, an increase of $1 per share, or $459 million for the firm’s 10.2 million shares outstanding. The recapitalization plan, which shareholders are scheduled to consider at a meeting on Friday, is being challenged in a proxy fight by W Acquisition. The investment group, which owns 113,000 Warnaco shares, has offered $44 a share, or about $444 million, for the remaining stock.