US software firm PeopleSoft has urged shareholders to reject an improved $9.4bn (€7.35bn) hostile takeover offer from rival Oracle.
PeopleSoft, a leading provider of enterprise software that ties together back-office applications and databases, maintains that this price is too low.
The Californian firm also accused Oracle of deliberately seeking to harm the firm through the hostile bid process.
Oracle boosted its takeover offer by $2bn (€1.56bn) on February 4, claiming it was their final offer.
The company originally made its unsolicited bid to acquire PeopleSoft in June 2003.
Oracle's CEO and Director, Larry Ellison, owns 26% of the company.
PeopleSoft directors agreed to urge shareholders to reject the bid, opting to trust their own plan which is based on merging strengths with recently acquired software firm JD Edwards.
Chief executive at PeopleSoft, Craig Conway, said that the offer from Oracle did not reflect the company's real value, including the value being created by PeopleSoft's alliance with JD Edwards.