BHP (BHP) said on Monday that Anglo American (AAL) has rejected a revised offer from the Australian miner which valued the company at £34bn.
The second takeover offer, which was made on 7 May, was as up from an initial offer of £31bn, received in April. It was rejected on 13 May.
The second offer was structured in the same way as the initial proposal but would have given Anglo shareholders a bigger share in BHP.
BHP chief executive Mike Henry said: "BHP put forward a revised proposal to the Anglo American board that we strongly believe would be a win-win for BHP and Anglo American shareholders. We are disappointed that this second proposal has bee rejected.
"The revised proposal represents a 15% increase in the merger exchange ratio and increases Anglo American shareholders' aggregate ownership in the combined group to 16.6% from 14.8% in BHP's first proposal.
"BHP and Anglo American are a strategic fit and the combination is a unique and compelling opportunity to unlock significant synergies by bringing together two highly complementary, world class businesses. The combined business would have a leading portfolio of high-quality assets in copper, potash, iron ore and metallurgical coal and BHP would bring its track record of operational excellence to maximise returns from these high-quality assets."