On August 14th, Skechers USA, Inc. (NASDAQ: SKX) made public its offer to acquire Heelys, Inc. (NASDAQ: HLYS) at a price of $5.25 per share. At the time I wrote that the offer seemed low, and Heelys' management seems to agree, issuing a press release stating that "The Board believes the $5.25 offering price does not reflect the value of Heelys and that entering into discussions with Skechers based on their unsolicited proposal is premature at this time."

Today Skechers shot back with its own press release, with chairman and CEO Robert Greenberg stating that "We are particularly disappointed that, after repeated contacts over several months, Heelys will not agree even to discussions or provide us with an opportunity to conduct due diligence. . . We are very interested in continuing our dialogue and, as discussed in Skechers' letter of August 13, we may also be prepared to refine our proposal if additional value can be identified during the due diligence."

So why won't Heelys at least engage in discussions, given that Skechers is indicating that it might raise its bid? This looks like a replay of the Yahoo, Inc. (NASDAQ: YHOO) - Microsoft Corporation (NASDAQ: MSFT) takeover battle on a much smaller scale, with Heelys' brass not inclined to talk about a deal, even if it is in the best interests of shareholders.

If Skechers gets bored with the slow pace of negotiations and walks away, Heelys will have some splainin' to do. Given that the company went public at over $30 per share and now sits at $5.25, it's pretty clear that the management team doesn't know enough about shareholder value to reject a takeover offer without further discussions.