Unilever said the bid “fundamentally undervalues” the company.
“Unilever and Kraft Heinz hold each other in high regard,” the companies said in a statement.
“Kraft Heinz has the utmost respect for the culture, strategy and leadership of Unilever," it said.
Kraft-Heinz is run by 3G of Brazil, even though Warren Buffet holds more shares.
It has rather ruthlessly cut costs, mainly by closing plants.
Heinz closed its ketchup plant in Leamington even before 3G and Buffet bought the company and merged it with Kraft.
3G also owns Burger King fast food chain which took over Tim Horton’s.