A pointed invitation from the outgoing board of Spotless Group to shareholders to keep resisting Downer Group's $1.2 billion takeover was not meant to be "mischievous or cheeky", says Spotless chairman Garry Hounsell.

After months recommending its shareholders reject the $1.15-a-share bid from Downer, the board at Spotless finally caved on Tuesday, "reluctantly" advising ts shareholders to accept the offer.

Spotless chairman Garry Hounsell has maintained his position, partly to see the company through the looming results season. Credit:Estelle Judah

In statements issued to the stock exchange on Tuesday morning, Spotless announced an overhaul of its directors that would see Downer granted four board seats, in line with its 67 per cent shareholding.

The shake-up will see two Downer directors, Philip Garling and Grant Throne, join the Spotless board, as well as Downer's chief financial officer Michael Ferguson and a former Downer director, John Humphrey.