The company announced the board's decision on Tuesday, citing the "highly conditional" nature of CDC's proposal.
CDC, a subsidiary of Hong Kong-based Chinadotcom, presentedon Friday, the same day Pivotal with rival Onyx Software for $58 million in stock. CDC offered Pivotal a choice of $49.44 million in cash or $52.9 million in cash and stock.
Pivotal, based in Vancouver, British Columbia, has become a hot commodity since it agreed tofor $48 million in cash in a deal financed by venture capital firm Oak Investment Partners last month. The company makes business software designed to streamline sales, marketing and customer service tasks.
Pivotal said the CDC offer, which is subject to numerous reviews and further negotiation, is too risky and urged its shareholders to vote in favor of the Talisma deal. That vote is scheduled for Friday.
"In the special committee's view, this risk and uncertainty more than offsets the indicated increase in the face value of the consideration over that of the current arrangement with the Oak Group," Pivotal said in a statement.