Despite the rejection, Resolution said it remained interested in making an offer for Friends.
Resolution is an investment firm set up by insurance tycoon Clive Cowdery to buy up under-performing financial services firms.
The firm said any offer it did put forward was likely to be mainly a share exchange, but with a partial cash element for Friends shareholders.
It added that it was assessing the possibility of consolidation with `a number of UK life assurance companies', including both listed and private companies.
Mr Cowdery sold his first company - the UK's biggest manager of closed life insurance funds, also called Resolution - to privately-owned Pearl in 2008.
He has since been linked with a number of insurers after raising £600m from investors for potential deals.
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