Noddy owner Chorion has rejected a takeover approach from rival children's group Entertainment Rights (ER), home to puppet fox Basil Brush.
Shares in Chorion have risen since the approach for Noddy
Chorion said it had received "an unsolicited and unwelcome" approach, the latest it claims in a series by ER to take control of the company.
Media reports put a price tag of £33m on Chorion and said institutional investors were keen on the deal.
Chorion told the London stock market on Monday it had rejected the approach.
The firm said the reason was because the approach "significantly undervalues" its assets.
Chorion chairman Waheed Alli unveiled broadcast and distribution deals for Noddy on Monday, forecasting "very significant growth" in 2004 and 2005.
He said: "This is the latest in a long series of unsolicited and
unwelcome approaches, commencing some three years ago, none of which has resulted in an offer being made for the company by Entertainment Rights."
He said there was no chance of celebrity fox Basil getting his paws on vintage character Noddy.
Basil and Noddy have both released Christmas singles
London-based Entertainment Rights promotes Barbie and Transformers, as well as holding the rights to Basil "Boom Boom" Brush's television shows.
Basil has been in show business since 1963, but was retired by the BBC in the early 1980s, before a triumphant return a few years ago with a new show on the BBC.
Aim-listed Chorion, also based in London, owns the rights to all Enid Blyton's and Agatha Christie's novels.
It is thought to be in advanced talks with the family of
Roger Hargreaves to gain control of the popular Mr Men lines, one of the last remaining independent children's brands.
On Monday Chorion announced a distribution deal with
Hasbro - handlers of Bob the Builder and Monopoly - for Noddy products in France and Belgium.
Meanwhile Basil and Noddy are fighting it out in the singles chart, with both releasing Christmas records.
Following news of the takeover approach shares in Chorion rose 16.5 pence to 210.5 pence.