The board of luxury car dealer HR Owen has urged shareholders in the publicly listed company to turn down the 130p per share takeover offer of Berjaya Philippines Incorporated.
HR Owen said the offer "significanly undervalues the company and its prospects.
Its chairman Jon Walden said: "We reiterate the board's view that the offer presented by BPI at a 7.4% premium significantly undervalues H.R. Owen and that shareholders should take no action."
Since 2000, public transactions involving acquisitions of controlling stakes in companies with market capitalisations below £100m have, on average, attracted a premium of 47.8% in the UK, said HR Owen.
Walden added: "We have today announced excellent interim results, well ahead of our expectations, with profits up 23.2%. These results, together with last year's strong performance, demonstrate that the management team is delivering on our strategic plan to grow our established new car sales business whilst developing new revenue streams, particularly used car sales.
"With the strong growth predictions for the luxury car market, significant number of new models planned for launch and our track record of success in delivering on our strategy, we believe there is significant growth potential in the business."
HR Owen said its addressable market is growing strongly, with 2012 sales of UK luxury cars up 27.2% year-on-year and forecast to grow at 10.7% p.a. until 2015. Under its current strategy implemented by Walden and CEO Joe Doyle HR Owen has seen growth both new car volumes (2011-12: up 5.1%) and, increasingly, used cars volumes (2011-12: up 7.5%).
It also reminded shareholders of its dividend growth, and said it expects 2013 total dividend to be no less than 4p per share rising to at least 4.5p in 2014 and 5p in 2015.