Just Waters International's independent directors have recommended shareholders accept founder and majority investor Tony Falkenstein's takeover bid for the water cooler and supplies group.

Falkenstein, through his vehicle the Harvard Group, is offering shareholders 15 cents a share for the 29.3 percent of the firm he doesn't control, valuing Just Water at $13.42 million. That's near the bottom end of independent advisers KordaMentha's range of between 14.7 cents to 16.8 cents a share, below the last trading price of 15.5 cents, but ahead of a 14.6 cents per share conditional offer by the unidentified overseas buyer.

The independent directors unanimously accepted the takeover, saying Just Water is currently face competitive trading conditions and has "so far been unable to arrest a decline in revenue," in a target company statement on the NZX. Despite earlier approaches from three different parties, and a final non-binding 14.6 cents per share conditional offer, the independent directors said it was unlikely a more attractive offer would be made to shareholders.

In a letter to the Just Water chairman, Falkenstein said his offer aims to give all shareholders the opportunity to sell at a fair price, though he won't stand in the way of a "clean higher offer for 100 percent of the company on acceptable terms."

If he's successful, he plans to run the company largely on existing lines, cutting costs and using surplus cash to reduce debt.

He stressed he is not in discussions with either the prospective overseas water-cooler company or the local party who wants to buy the assets, and leave the company as a shell.