Fisher & Paykel Appliances' independent directors have unanimously recommended that shareholders do not accept Haier's $1.20 a share takeover offer.
Chairman, Keith Turner said the independent directors - himself, Philip Lough, Lynley Marshall and Bill Roest, had considered a full range of expert advice, including a report from corporate valuation specialists Grant Samuel.
"The independent directors consider that Haier's offer of $1.20 per FPA share does not adequately reflect their view of the value of FPA based on their confidence in the strategic direction of the company," Turner said in a statement.
The independent adviser's opinion was that the full underlying value of the company's shares was in a range of $1.28 to $1.57 per share, he said.
"We therefore recommend that shareholders do not accept Haier's takeover offer," he said.
Shares in Fisher & Paykel Appliances closed on Wednesday at $1.20.
Haier, a Chinese appliance maker, has a 20 percent stake in the company.