Takeover target Spotless Group claims the hostile bid from Downer EDI fails to properly take into account merger savings that both companies had identified during more amicable talks in June last year.

In a target statement released on Thursday to the ASX, the support services company repeated its claims from earlier in the week that the bid from Downer at $1.15 was opportunistic and failed to reflect the company's growth prospects.

In the statement Spotless re-affirmed its earnings guidance of $80 million to $90 million for the current year, but also pointed to expected earnings for the next financial year of between $85 million and $100 million.

That compares with an average broker forecast for 2018 of $83 million.

The company also revealed that both parties had considered potential savings when they held friendly merger talks in June last year.

"Relevantly, in early stage merger discussions that took place between Spotless and Downer in June 2016 (and which progressed no further), the companies discussed the potential for the combination of their respective businesses to generate up to $60 million in potential synergies in a preliminary base case analysis," the target statement says.

"Availability of the potential synergies was expected (subject to further confirmatory analysis) to be achieved via increased operating flexibility, streamlining business development and middle office functions as well as potential savings available across procurement, back office and corporate functions.

"This analysis confirms the 'conservative' nature of the $20 million to $40 million estimate announced by Downer."

The statement says all Spotless directors intend to vote against the deal.

"Your directors have been and continue to focus on exploring all options to maximise value to shareholders – either in its current form as an independent listed entity executing on the strategy reset and returning to growth or exploring options in relation to a superior proposal to the current Downer offer," Spotless chairman Garry Hounsell said.

More to come