Cerebos New Zealand's $71.6 million bid to buy Comvita undervalues the local honey products maker by as much as 38 per cent, according to the independent adviser's report.
Comvita's independent directors are urging shareholders to reject the hostile bid, having previously called it an "unsolicited, unwelcome, opportunistic" offer.
Adviser Grant Samuel valued Comvita at between $3.40 and $4 a share, a premium of between 26 per cent and 38 per cent to Cerebos NZ's $2.50 a share offer, and said there's no compelling reason for investors to accept the bid.
"This is not the time to sell your Comvita shares," chairman Neil Craig said in a statement. "If a buyer emerges willing to fully recognise the potential of Comvita, we will assess such an offer and report to shareholders."
Since the offer emerged last month, the shares have climbed 38 per cent to $2.90. That makes the offer a 16 per cent discount to the current trading price.