The US printer maker last month increased its offer by $2 to $24 per share, after its previous buyout offers were rejected by the PC maker for the same reason.
Chip Bergh, chair of HP's board, said the offer would leave shareholders with an investment in a combined company that is burdened with an irresponsible level of debt.
"(It) would subsequently require unrealistic, unachievable synergies that would jeopardize the entire company," Bergh said in a statement.
He pointed to declining sales at Xerox and said its recent sale of its interest in the Fuji-Xerox joint venture raised concerns about the company's future position.
Xerox decided to sell its 25 percent stake in Fuji Xerox, its joint venture with Fujifilm Holdings, for $2.3 billion in November last year, following investor activism that scuppered a deal between the two companies.
After Xerox raised its bid last month, HP said it would implement a poison pill plan to stop investors from amassing more than 20 percent stake in the company.
HP on Thursday requested shareholders to reject Xerox's tender offer launched earlier this week, saying it would disproportionately benefit Xerox shareholders relative to HP shareholders.
Xerox shares fell over 4 percent and HP shares about 1 percent in early trading.
© Reuters
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