German pay-TV channel Sky Deutschland's management and board recommended Wednesday that shareholders reject a purchase offer by Britain's satellite TV group BSkyB.
They said they believed "the proposed return to the holders of Sky Deutschland shares in the terms of the offer is inadequate from a financial point of view for the concerned holders".
BSkyB, which is 39-percent-owned by Rupert Murdoch's 21st Century Fox, plans to pay 8.8 billion euros ($11.4 billion) for holdings in sister firms Sky Italia and Sky Deutschland to create a pan-European pay-TV giant.
Its offer for the 57.4-percent holding owned by 21st Century Fox in Sky Deutschland amounts to 3.7 billion euros and it has offered 6.75 euros per share for the rest of the capital.
Analysts deem the second part of the offer to be too low.
DZ Bank's Harald Heider said the offer "doesn't fully reflect the potential of the company's results".
Sky Deutschland's management and board said that it was up to individual shareholders to decide whether to accept the offer.