A new proposal from a consortium seeking to take control of the UK's largest commercial broadcaster because it carried too much risk.
Its board said Apax Partners, Blackstone and the private equity arm of Goldman Sachs were willing to pay 130p to investors who wanted to cash in their shares.
The indicative offer - which valued ITV at #5.37 billion - was an improvement on its initial approach which would have seen the bid group take effective control but offered shareholders no chance to sell their stakes at a premium.
ITV said the latest package had been rejected because it was "unduly risky" to load the company with #3.5 billion of debt and the consortium were not offering enough money to justify the abandonment of its existing growth plans.
Directors were worried that burdening the company with so much debt was a gamble when the media industry was cyclical.
"This high level of debt would have enabled the consortium to buy, for less than #1.3 billion, a 48 per cent stake in a company which, immediately prior to the leak of the consortium's approach, had a market capitalisation of #4.8 billion," ITV said.
ITV acknowledged the consortium - fronted by former BBC director-general Greg Dyke - had tried to address its concerns about the original offer, which it had rejected because it was not in the interests of all its shareholders.
Under the new proposal, investors who wanted to check out of ITV completely could have received 44p for each of their shares on top of the 86p that the consortium had already vowed to return.
ITV would have remained a publicly quoted company, with existing shareholders offered an opportunity to remain co-invested alongside Goldman Sachs and Apax.
ITV said: "The board was strongly of the view that the level of the proposed cash exit did not compare favourably with the value that the board believes can be achieved through the delivery of ITV's current plans."
A proposal pitched at 130p offered only an 11 per cent premium to its share price on the day before news of the bid approach leaked out, the broadcaster said.
Analysts backed the stance of the ITV board and believed it will prompt it to return more cash to shareholders than the #300 million share buyback programme that has already been announced.
Leigh Webb, of broker Panmure Gordon, said: "We believe it may be close to the end of the road for the consortium if this is the best offer that it can come up with for non-participating shareholders."
The value of the deal also looked unattractive to Steve Liechti of Investec, but he was surprised the indicative offer was not put to investors.
He said: "We suspect the decision goes down to who one should back - Greg Dyke, with a strong reputation, who could do something radical, but an outsider, or Charles Allen, who has performed well in some areas, but has not done so in terms of audience at ITV1, which continues to disappoint."
SG analyst Simon Baker said: "It's unlikely we'll see the consortium coming back with a third option. The more likely scenario is that ITV's board will be that much more wary of being noticeably underleveraged."