TULSA, DEC. 7 -- Memorex International NV is challenging investor Asher Edelman's attempted takeover of Telex Corp. with an offer worth about $911.4 million, Telex officials said today.

Telex also recommended rejection of Edelman's most recent offer to shareholders in the takeover battle that began Oct. 8.

Telex President George Bragg and Chairman Stephen Jatras indicated that they welcomed the Memorex offer. "We are familiar with the operations and management of Memorex; we believe the synergies resulting from a combination with Memorex would be advantageous to both companies and their customers; and the board of directors will consider Memorex's proposal very carefully," Bragg and Jatras said in a statement.

Bragg was a vice president of corporate development for Memorex before joining Telex in 1981.

Memorex, headquartered in London, is a Dutch company that manufactures computer components in Belgium, Ireland and Milpitas, Calif. Memorex no longer makes audio and video tapes, although that name is used by Tandy Corp.

Telex produces computers, communications equipment and audio devices.

A spokesman for Edelman's TLX Acquisition Corp. in New York had no comment on the Memorex proposal, but said Edelman's $55-a-share offer stands.

Under the proposal made Sunday, Memorex would acquire all 14.7 million outstanding shares of Telex for $56 in cash and $6 liquidation preference of a series of junior preferred stocks for each share of Telex common stock, said Telex spokeswoman Julie Gentz.

The proposal states the terms of the preferred stock will be designed to provide a value of at least $5 per Telex share on the date of execution.

Edelman, who originally offered $65 a share for all of Telex's outstanding shares, announced Nov. 25 that he had reduced his tender offer to $55 a share, and reduced the number of shares he was offering to buy to 10.528 million.

Edelman is challenging Telex's "poison pill" shareholder plan designed to go into effect in the event of a hostile attempt to acquire 15 percent or more of the company's common stock.