Irish cement producer CRH, the world's third-largest building materials supplier by market value, had decided not to bid for rival PPC the South African company said on Thursday.
Last month, CRH made an undisclosed cash bid for PPC and had been given time for due diligence and to submit an updated bid.
"CRH has decided not to submit an updated expression of interest and therefore considers it appropriate to withdraw from the Independent Board's process," PPC said in a statement.
PPC last month turned its back on a takeover attempt by AfriSam, backed by Canada's Fairfax Africa Investments. However, regulations allow Fairfax until Dec. 12 to post its partial offer circular.
PCC said it was still talking to Swiss company LafargeHolcim.