Shares in Overhill Farms Inc. soared nearly 50 percent Wednesday after the maker of prepared food products said a venture capital fund expressed interest in buying the company.

The Vernon-based company, which makes prepared airline meals and is a supplier to Jenny Craig weight-loss centers, said in a release that Citicorp Venture Capital has expressed interest in acquiring all the company for $4.40 a share. The offer, which values the company at $69 million, was a 74 percent premium on Tuesday’s closing price of $2.52.

The release also said that Louis J. Giraudo resigned from the company’s board Wednesday. Giraudo is a co-founder and Senior Managing Partner of GESD Capital Partners, a private equity firm based in San Francisco that was involved in the buyout offer.

The release said that Giraudo’s firm and Citicorp Venture Capital requested an exclusivity agreement to bar other groups from negotiating with Overhill. Overhill denied the request.

Giraudo’s group has on two separate occasions expressed interest in acquiring Overhill, with a proposed price most recently of $4.40 per share.

Giraudo said he was resigning “as a result of my disagreement with the failure of the company and its board of directors to respond appropriately” to his group’s most recent letter, and that Overhill’s board failed to “timely pursue this opportunity.”

Overhill countered that it “strongly disagrees” with this characterization. The company said it had established a special committee of independent directors to evaluate any offers.

Shares in Overhill closed up $1.13, or 45 percent, to $3.65 in trading Wednesday on the American Stock Exchange. Shares hit a 52-week high of $7.65 in April of last year and recently hit a 52-week low of $2.15 at the end of January.