Apache shares fell more than 3 percent, while Anadarko dipped less than 1 percent.
“We are unwilling to pursue the transaction without access to detailed non-public information, and based on our analysis, which shows that Apache appears to trade at or near full value currently, the offer was withdrawn,” Anadarko Chief Executive Officer Al Walker said in a statement.
Media reported on Tuesday that Apache had rejected an offer from Anadarko.
The offer, which included a “modest” premium, would have been “highly” accretive to Anadarko on a cash-flow-per-share basis even before synergies, the company said on Wednesday.
Prominent energy investors have said proposed deals that lack a significant cash component will struggle to win approval from shareholders stung by the worst oil price crash in six years.
On Tuesday, Marathon Petroleum Corp (MPC.N) raised the cash portion of its offer to buy natural gas processor MarkWest Energy Partners MWE.N after some shareholders expressed skepticism about the deal.
Many analysts expect consolidation in the U.S. energy industry as companies struggle with the slump in crude prices.
However, there have been few deals among exploration and production companies so far due to a big difference between what buyers are willing to pay and what sellers demand.
Shares of Apache, which declined to comment late on Tuesday, were down 3.2 percent at $51.68, while Anadarko fell 0.6 percent to $63.03.
Reporting by Amrutha Gayathri in Bengaluru; Editing by Ted Kerr, Kirti Pandey and Lisa Von Ahn