Volkswagen last month offered 6.7 billion euros (USD 9.3 billion) to acquire the nearly 40 percent of Scania it does not already own.
But Scania's board of directors recommended to shareholders not to part with their stock at that price.
"Based on the long-term prospects of Scania, its growth outlook, technological excellence and the synergy potential, the committee believes the offer does not reflect the long-term fundamental value of Scania," the board wrote.
"Scania is a world leader in its industry and the Committee has strong faith in the business plan set out by the company," added the board in a statement.
The German giant already owns truck- and bus-maker MAN and bought into Scania in 2000.
It had previously said that it could make annual savings of 650 million euros through synergies by taking full control of the Swedish company.
Volkswagen hit back in its own statement.
"We expressly do not share the committee's assessment and we therefore see no reason to change our position," the German group said.
The price "is a very attractive and fair offer, both for Scania's shareholders and for Volkswagen's," the statement said.
Scania's position notwithstanding, "we're confident that our offer will be a success," VW said.
