GrainCorp says no to ADM's sweetened offer

US food processing giant Archer Daniels Midland (ADM) has had its second takeover knockback from Australia's GrainCorp in a month.

The grains marketer on Thursday said it had rejected ADM's sweetened offer of $2.78 billion as it materially undervalued the company.

"GrainCorp's board will be constructive in any dealings in relation to proposals that have the potential to be in the best interests of shareholders," GrainCorp said in a statement.

"GrainCorp has a unique portfolio of integrated, strategic assets and is confident in its outlook and strategy to continue to deliver shareholder value."

ADM's initial offer of $11.75 a share in October was rejected by GrainCorp, which said it undervalued its business.

ADM increased its offer to $12.20 a share in November.

The offer was subject to several conditions, including due diligence and regulatory approvals.

ADM lifted its stake in GrainCorp to 19.9 per cent in early December, taking it near the 20 per cent threshold that automatically triggers a full takeover bid.

GrainCorp chief executive Alison Watkins in November said the company was more interested in unlocking $110 million of annual profit improvements than being acquired.

GrainCorp lifted its net profit by 19 per cent to $204.9 million in 2011/12.

Shares in the company closed eight cents lower at $12.30.

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