Seven Group, controlled by billionaire Kerry Stokes and his family, already owns nearly 72% of Boral and had launched a bid last month to acquire full control of Boral.

The proposal of a minimum of A$6.05 per Boral share consists of 0.1116 Seven Group shares and A$1.50 cash.

The deal would value Boral at A$6.67 billion ($4.35 billion) and represent a 3.4% premium to Boral's last closing level of A$5.850 on Feb. 16.

An independent expert, Grant Samuel & Associates Pty, has assessed fair value for Boral in the range of A$6.50-A$7.13 per share, the company said.

Grant Samuel concluded Seven Group's offer as "not fair and not reasonable", after which all Boral directors other than Seven Group nominees intend to reject the offer, the company said in a statement.

($1 = 1.5253 Australian dollars)

(Reporting by Roushni Nair in Bengaluru; Editing by Ravi Prakash Kumar)