The Spanish stock market regulator has given Germany's E.ON until Monday to improve its 41bn euro ($54.5bn, £27.7bn) bid for power giant Endesa.
Shareholders will then have until 3 April to consider any revised deal.
A second consortium comprising Spain's Acciona and Italian Enel is waiting in the wings to buy Endesa if 50% of shareholders reject the German offer.
The long-running takeover battle is nearing its end amid continued attempts by Madrid to frustrate a foreign bid.
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