Premier Foods has rejected the third offer of 65p a share made by the US spices and herbs maker McCormick.
However, the UK food company said it was willing to enter talks with the US firm.
Premier Food received two takeover offers from the US company last week but they were rejected.
The first offer made by McCormick was 52p per share, while the second bid was made at 60p per share.
McCormick's latest offer valued Premier Foods at £537m.
Premier was quoted by the BBC as stating that it was 'prepared for meetings to take place in order to discuss value drivers, a review of material pensions documentation, current trading and material contracts, and so to establish whether McCormick will increase its offer price to a recommendable level'.
Last week, Japanese noodle maker Nissin Foods agreed to purchase a 17.27% stake in Premier Foods.
Nissin is expected to have a representation on the Premier board.
Premier was one largest food groups in the UK, but fast-paced expansion plans had led it into debt.
The company had to divest its Hovis bread business before rebuilding its production line at Mr Kipling bakery in Barnsley for £20m.
It also subsequently pushed through a refinancing package of £1.1bn.
Premier currently owns several household brands in the UK, including Oxo stock cubes and Ambrosia rice pudding.
