Canadian Oil Sands has asked its shareholders to reject an offer by Suncor Energy.
The company said the bid “substantially undervalued” its ownership in Syncrude and was “entirely opportunistic”.
Canadian Oil Sands is the largest shareholder in the country’s biggest synthetic crude project, Syncrude.
Suncor, which also has a 12% interest, had offered to buy the company earlier this month with a value of $3.33billion.