"Your directors unanimously recommend that you reject Bowen's offer," the company told shareholders yesterday.
Bowen Energy and Rocklands Richfield are both junior exploration companies with significant coal assets in Queensland's Bowen Basin.
Bowen approached Rocklands earlier this year with a friendly merger proposal, but when that was knocked back, Bowen moved to take over the company.
Rocklands told its shareholders yesterday that its proposed acquisition of China Coke and Chemicals was "a credible alternative investment to the Bowen offer", which would generate income well before the commercialisation of its coal tenements.
As part of the CCC deal, Rocklands would form an alliance with Huaibei Mining Group, creating the potential for a joint venture to develop Rocklands' Australian coal assets.
Rocklands told shareholders today that the option to acquire CCC was a better deal than Bowen's offer.
"Bowen's tenements have limited potential or are inferior to those of Rocklands', and Bowen's market capitalisation is overvalued," Rocklands said.
"Bowen's alliance partners, Bhushan Steel Limited, are manufacturers and have limited mining experience. Whilst appearing to have financial capability, they do not, unlike Huaibei Mining Group, appear to have the requisite skill sets and experience to support the development of mining resources."
In its bidder's statement, Bowen said Rocklands coal assets would complement the Bowen Basin coal assets already owned by Bowen Energy, creating a solid platform for Bowen to grow and become a major coal producer.
Bowen has made an offer of 10c cash plus one Bowen Energy share for every two Rocklands shares.
On September 18, RCI shareholders will vote on the China Coke and Chemicals proposal.