The board of ITV has unanimously rejected an approach from merged cable firm NTL, saying the offer "materially undervalued" the commercial broadcaster.
A statement released today added that there was little strategic logic for ITV to accept the merger, with NTL offering 105p in cash and new shares worth 17p for each ITV share.
Last week satellite operator British Sky Broadcasting (BSkyB) announced it had bought a 17.9 per cent stake in ITV for £940 billion but stressed that it had no interest in a full takeover.
Media reports in the same week had already linked the UK's largest commercial broadcaster to German-owned RTL.
ITV has been hit by declining advertising revenues; earlier this month losing one of its main sources of revenue when Cadbury ended its annual £10 million sponsorship deal with Coronation Street.
The company has also been without a chief executive since Charles Allen's exit this autumn.
Today's statement said: "The board of ITV met yesterday to consider this proposal, which had been thoroughly analysed by ITV's advisers. The board gave it detailed and careful consideration and unanimously decided to reject it.
"The board believes that whereas there is obvious appeal to NTL in gaining control of ITV's substantial and successful business, from ITV's perspective there is little, if any, strategic logic for ITV to combine with NTL."