VANCOUVER (CP) -- Vancouver-headquartered Rockwell is resisting the $85.7-million offer, worth 36 cents per share, from Pala, its largest shareholder.
Rockwell said Wednesday South African regulators have ruled the offer doesn't "properly consider the rights of option holders and warrant holders."
It also said the offer doesn't comply with South African regulations because "it is subject to several conditions which depend solely on the subjective judgment of Pala."
"Pala's failure to comply with certain of the requirements of the (South African regulatory code) is consistent with its opportunistic conduct in making the offer," Rockwell president and CEO John Bristow said.
Bristow said Rockwell's board continues to recommend shareholders reject Pala's offer, calling it "inadequate and unfair."
Rockwell and Pala, a Swiss investment group, have traded barbs since the offer was made a few weeks ago.
Pala said its takeover bid is the only way to increase value in the company, which it believes Rockwell management has failed to do.
Pala could not immediately be reached for comment Wednesday.
Rockwell shares were unchanged at 19 cents on the Toronto Stock Exchange Wednesday afternoon.
(c) The Canadian Press