Kesa, which also owns French chains Darty and BUT, said the 335 pence per share in cash 'undervalues the company and its prospects'.
'As such, the board of Kesa has unanimously rejected the proposal,' said the company in a statement.
Kesa, Europe's third-largest electrical good retailer, employing 28,000 staff in nine countries, warned in January that its profits were expected to be at the lower end of market forecasts.
Like-for-like sales at Comet fell 2 per cent in the three months to January 8. This was an improvement on the 3.1 per cent sales dip seen in the previous quarter.
Comet is the second-largest electrical retail chain in the UK with 250 stores and more than 10,000 staff.
Kesa is due to release full-year results next Wednesday
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