Findel has doubled down on its rejection of the £140m takeover offer made by Mike Ashley's Sports Direct as it urges shareholders to oppose the bid.
In a circular to investors, the board repeated its previous insistence the offer significantly undervalues the company, which is an online retailer and supplier of resources to schools.
Sports Direct made a mandatory offer of 161p per share in cash for the business earlier this month.
It has already increased its holding to 37 per cent, taking it above the 30 per cent threshold that triggers a mandatory bid under UK takeover rules.
Findel's directors said the price offered was below its undisturbed share price before the offer was made public, while analysts have targeted between 300p and 350p per share for the stock.
The board also said current trading was strong, with pre-tax profits for the year currently expected to come in between £26 million and £28 million.
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Ian Burke, chairman of Findel, said: "The Findel Board believes that Sports Direct's offer is highly opportunistic and significantly undervalues the group and its prospects.
"Sports Direct's offer provides no compelling reason as to why 161p per share represents a fair price, especially given the operational and financial progress made in transforming the group into a market-leading online value retailer.
"As stated in its offer document, Sports Direct endorses the strategic plans that the Findel Board is implementing and is supportive of the Findel leadership team delivering these.
"It is against this backdrop that the board is unanimous in its recommendation that shareholders reject the offer and take no action."
The tussle over Findel comes as Mr Ashley is also embroiled in a battle for control of high street retailer Debenhams.
On Tuesday night, Sports Direct said it was mulling a bid that would value the business at £61.4m.
Debenhams has so far resisted overtures by the billionaire, favouring its own £200m refinancing plan with its lenders that would wipe out existing shareholders such as Mr Ashley.
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