A major Bioenvision ( BIVN) shareholder, SCO Capital, said it plans to vote against the company's takeover by Genzyme ( GENZ), saying the offering price is too low.

SCO made its intentions known in a letter, also sent to Bioenvision's board, that was filed with the Securities and Exchange Commission on Monday. Genzyme said Friday that it was standing behind its final offer of $5.60 a share for Bioenvision.

"As stated in numerous letters to the board, the $5.60 offer is extremely inadequate and the result of a poorly managed and ill-timed sales process," SCO Chairman Steven Rouhandeh wrote in his letter.

Bioenvision fell 1 cent to $5.29, and Genzyme was up 39 cents, or 0.6%, to $62.35.

SCO, which owns a 13% stake in Bioenvision, reiterated plans to propose a new slate of directors at the next shareholder meeting, saying that it believes in three to six months the company should be better positioned to work with an independent investment bank due to the potential approval of clofarabine in 2008.

Rouhandeh said three proxy advisory firms, Institutional Shareholder Services, Glass Lewis & Co., and Egan-Jones, all felt the offer undervalued the company.