Shareholders in Comvita have been urged to reject a $71.6 million takeover offer by Cerebos of Singapore.
Cerebos has offered $2.50 per share for Comvita, saying its honey-based medicinal and and skincare products would complement its health supplements range and give it a larger distribution channel in Asia.
Comvita's independent directors say the bid significantly undervalues the company.
Grant Samuel, estimates Comvita is worth between $3.40 - $4 per share.
But Comvita's independent directors say even that valuation is too conservative and does not reflect the true potential of the company.
Comvita chair Neil Craig told Evening Business on Checkpoint the company had been through very significant change over the past five years and that had only been completed earlier in 2011.
He says for that reason it had been difficult to make forecasts and deliver on them - leading to criticism that the company had over-promised and under delivering.
He said business was now well under control and ready to reap the reward.