The board of Chiquita Brands International said last night that a takeover bid by Brazilian juice maker Grupo Cutrale and investment firm Safra Group was "inadequate".
It again recommended shareholders back a tie-up with Irish rival Fyffes.
The board of US-based Chiquita said in a statement that Cutrale-Safra's definitive, $14 a share offer "is not in the best interests" of shareholders.
It said that shareholders have no assurances that the takeover proposal would remain available past October 24 should a vote on the Fyffes transaction fail.
"The Cutrale-Safra offer, in our judgment, is not a compelling alternative to ChiquitaFyffes as it limits the ability of Chiquita shareholders to realise the long-term value inherent in a combination," the statement said.
Chairwoman Kerrii B Anderson and chief executive Edward Lonergan said they are "always willing to give fair consideration to an increased offer by Cutrale-Safra."
Chiquita estimates the present value of the future share price range of the combined company, which will be named ChiquitaFyffes, at between $15.46 and $20.01 under the assumption of growth in earnings before interest, tax, depreciation and amortisation of 5-15% next year.
On Wednesday, Cutrale-Safra offered $14 in cash per Chiquita share, valuing the company at $658m, or 12.4 times annual EBITDA.
Cutrale-Safra's definitive offer represents premiums of about 40% to Chiquita's August 8 closing share price and 19% to Chiquita's price based on revamped terms of the tie-up with Fyffes.
Anderson and Lonergan called on shareholders to vote for Chiquita's merger with Fyffes in next week's ballot.
Cutrale controls one-third of the world's trade of orange juice concentrate, while Safra Group is a global banking and investment conglomerate controlled by Lebanese-Brazilian financier Joseph Safra, the world's richest banker.
Chiquita and Fyffes agreed to merge in April to create the world's biggest banana supplier.
Fyffes, Chiquita, Fresh Del Monte Produce and Dole Food control the $7 billion banana market.