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The U.S. printer maker had increased its offer last month by $2 to $24 per share, following rejections of its previous buyout offers by the PC maker.
"The Xerox offer would leave our shareholders with an investment in a combined company that is burdened with an irresponsible level of debt and which would subsequently require unrealistic, unachievable synergies that would jeopardize the entire company," Chip Bergh, chair of HP's board, said on Thursday.
Xerox did not immediately respond to a request for comment.
Following the raised offer, HP had said it would implement a poison pill plan to stop investors from amassing more than 20% stake in the company.
HP has requested its shareholders to reject Xerox's tender offer to acquire all its outstanding shares, which was launched by Xerox earlier this week.
The offer would disproportionately benefit Xerox shareholders relative to HP shareholders, the company said.