The German government has launched a takeover offer for troubled lender Hypo Real Estate (HRE).
The government's bank rescue fund said it was offering shareholders 1.39 euros per share, 15.8% higher than its last closing price of 1.20 euros.
But US investor JC Flowers, who has a 25% stake in HRE, has said he wants to remain a shareholder.
The rescue fund said if HRE became insolvent, there would be "substantial consequences" for financial markets.
Mr Flowers has previously signalled that he will not accept an offer below three euros a share.
A spokesman for the investor said: "There is still a clear preference to remain a shareholder and thus to be treated exactly the same as other shareholders that had to go under [Germany's bank] rescue shield."
Big losses
HRE has been Germany's highest-profile casualty of the financial crisis.
Last month, the German government moved to take an 8.7% stake in the firm, buying 60m euros ($67m; £54m) worth of new shares. The bank said at the time that the move was "a prerequisite for the intended recapitalisation of Hypo Real Estate" that the government "gain full control".
HRE reported a net loss of 5.46bn euros for 2008. So far, the government has provided it with loan guarantees of about 87bn euros.
The offer price values the shares the government does not already own at 290m euros.
Shares in HRE rose 15% in early trade.
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