* Offer values Aphria at about $1.76 bln
* Green Growth offer to start on Jan 23
* Aphria says terms substantially identical to earlier offer
* Aphria asks investors not to take any action now (Adds Aphria's response)
Jan 22 (Reuters) - U.S. cannabis retailer Green Growth Brands Inc said on Tuesday it would make a second all-stock takeover bid for Aphria Inc, valuing the Canadian pot producer at about C$2.35 billion ($1.76 billion).
Several companies are looking to partner with or buy pot firms to explore opportunities in the Canadian cannabis sector after the country legalized recreational use of marijuana in October last year.
Green Growth said it would offer 1.5714 shares for each Aphria share, representing a premium of about 25 percent to Aphria's closing price on the last trading day before its first hostile bid.
Based on Green Growth's close on Tuesday, the offer values Aphria shares at about C$9.40 each, compared with its closing price of C$9.43.
Aphria said separately the terms of Green Growth's latest offer were "substantially identical" to the unsolicited proposal on Dec. 27, and urged shareholders to take no action until its board decides on the matter.
Aphria said an independent committee of its board will consider Green Growth's offer before making any formal recommendation.
In December, Green Growth offered to buy Aphria, which rejected the bid saying it "significantly" undervalued the company.
Green Growth had also disclosed at the time that it acquired a "meaningful toehold position" in Aphria, but did not reveal the size of the stake.
A potential merger will create the only large-scale cannabis company to bridge U.S. and Canadian markets, Green Growth said as it called on Aphria shareholders to take the offer.
Aphria's Canadian supply and Green Growth's U.S. footprint would position the combined company to "capitalize on the massive growth opportunities in North America and beyond," said Peter Horvath, who was formally appointed as the chief executive officer of Green Growth on Tuesday.
Horvath earlier served as the CEO of Green Growth's operating subsidiary.
Green Growth said the offer will commence on Wednesday and Aphria shareholders will have time until 5 p.m. (Toronto time), May 9 to accept it.
Green Growth said it had retained Canaccord Genuity as its financial adviser and Norton Rose Fulbright Canada LLP as its legal adviser.
Aphria has retained Scotiabank as its financial adviser and Fasken Martineau DuMoulin LLP as its legal counsel. ($1 = 1.3348 Canadian dollars) (Reporting by Ishita Chigilli Palli and Ismail Shakil in Bengaluru Editing by Gopakumar Warrier)