ITV broadcaster Carlton has said the suggested limits on its merger with Granada could leave it worse off.
Michael Green does not want to sell the advertising units
The comments came as it reported a sharp increase in interim profits.
Pre-tax profits from continuing operations for the six months to the end of March jumped to £26.4m ($43.1m) from £2.8m a year ago.
However, the company warned that advertising revenues for the first nine months are expected to decline.
Carlton's shares leapt by more than 10% in early trade before settling back, eventually closing up 2 pence at 113p.
In the results statement, Carlton chairman Michael Green said Carlton's merger with Granada was "on schedule".
But speaking to the Reuters news agency, he said proposed limits on the deal suggested by the Competition Commission could make the merger unattractive.
The two TV companies may have to sell off their advertising sales units to gain approval for the deal.
"On the face of it, that appears to be a worse position than what we're in," Mr Green told Reuters.
"We've explained to them that we're dysfunctional because we're two companies running one business -- I think we'd be more
dysfunctional [if forced to separate the advertising units]."
Earlier this month, Mr Green told the Observer newspaper that the merger would be abandoned if both firms had to sell their advertising houses.
Tough advertising outlook
The results come a day after Granada also reported a big jump in profits.
Carlton's profits rise was helped by tougher cost controls and a 15% jump in revenue at its cinema advertising business.
The company's share of ITV advertising revenues grew 1.2% to £334m.
But Mr Green said its share of ITV advertising revenue was set to fall by 1% over the nine months to June 2003, because the same period last year enjoyed a boost from the World Cup.
He added that the advertising market remained "tough".
Total group pre-tax profit for the six months was £37m, compared with a loss of £179.4m last year when the firm wrote-down the value of the ITV Digital service.