Spotless said Downer's offer to acquire all its shares for $1.15 per share, was "opportunistic" and was timed to take advantage of a historical Spotless share price low, having plummeted to 70.5 cents on March 20 before covering to be trading at $1.10 this morning.
"The Spotless board is unwavering in its belief in the fundamental strengths of the business," chairman Garry Hounsell said, adding that these include a blue-chip customer base and a strong portfolio of long-term government, health, defence and public private partnership contracts.
"We have assessed the Downer offer in the context of our announced strategy reset, which is expected to be a material driver of growth and is already delivering results, including increased win rates and a substantially increased pipeline of quality opportunities."
Coltrane Asset Management, which has accumulated relevant interests in 10.37% of Spotless shares on issue, also currently intends to reject Downer's offer.
Spotless had already reported that it had received interest from several parties and has been in talks for a "potentially superior proposal" to Downer's bid.
Spotless and its advisers started talking to several parties, including "detailed discussions with a global facilities services company", after Downer lobbed its bid on March 21, but ultimately failed as they could not agree on the terms of a transaction.
The shareholders of that party also said they were considering other strategic options.
"Your directors have been and continue to focus on exploring all options to maximise value to shareholders - either in its current form as an independent listed entity executing on the strategy reset and returning to growth, or exploring options in relation to a superior proposal to the current Downer offer," Hounsell told shareholders this morning.
He said the company's core business, together with the strategy reset, should deliver more value to Spotless shareholders than Downer's offer, if it stays as a listed entity.