Prudential and American International Group Inc (AIG) reopened negotiations last week to salvage the deal after many shareholders said Prudential was overpaying in its move to become Asia's dominant insurer.
Prudential in a separate statement said it had offered to cut the deal's value to $30.38 billion.
Pru said it was considering its position.
Prudential is seeking $21 billion from investors to part fund the transaction, the biggest-ever rights offer by a British company. Shareholders are due to vote on the revised deal on June 7.
(Editing by Chris Lewis)