Japanese brewing and food groups Kirin and Suntory have called off merger negotiations.
In a statement, Kirin said it was unable to agree with Suntory on ways to ensure management independence and transparency within the merged company.
Suntory blamed the breakdown on a disagreement over the merger ratio which would have determined control of the new business.
A deal would have created one of the world's biggest food groups. Last year, Kirin and Suntory posted combined sales of beer, soft drinks and food of about $US42.5 billion.
The announcement that the deal was off caused Kirin's shares to fall 5%.