Green Growth, which first offered to buy Aphria in December, said last month that it would make a second all-stock takeover bid for Aphria Inc, valuing it at about C$2.35 billion ($1.76 billion).
On Wednesday, Aphria said the bid came at a time when it faces uncertainty related to executive changes and would have "negative repercussions, including delisting from the TSX and NYSE and a potential reduction in interest from strategic partners."
Aphria in January said its co-founder and Chief Executive Officer Vic Neufeld will step down. The company has been facing questions about its deals in Latin America.
In December, Green Growth offered to buy Aphria for C$2.8 billion. Aphria had rejected the offer then too, claiming it was "based on a hypothetical valuation of its own shares, with no relation to the current price."
U.S.-listed shares of the company were down 4 percent at $10.28 in premarket trading.
(Reporting by Shanti S Nair in Bengaluru; Editing by Shinjini Ganguli)