Coca-Cola Amatil's US parent The Coca-Cola Company (TCCC) terminated talks earlier this week over a $7.6 billion cash and scrip takeover proposal with Japan's Kirin Holdings Company, majority shareholders in brewer Lion Nathan.
CCA group managing director Terry Davis said on Thursday the proposal failed because it was unrealistically low.
"The price was unrealistically low given what Kirin had recently paid for lesser quality assets," Mr Davis said during a teleconference.
"Most analysts have placed a minimum of $1 to $1.50 per share or a $1 billion shortfall in the price offered - not a small amount."
On November 17 when the deal was first announced, CCA said it was worth about $7.61 billion, or $10.35 a share, based on Lion Nathan's closing share price on the previous Friday.
Mr Davis said the proposal required TCCC to sell 100 per cent of its shares in CCA and forgo any ongoing board representation.
"I believe Lion could have approached this merger in any number of ways, for instance offering to acquire 70 per cent of CCA shares not held by TCCC," he said.
"But no - they specifically rejected all other structures in their proposal and made that proposal absolutely conditional on acquiring all of TCCC's shares.
"In other words, Lion created the position that led to the negotiation failing."
Mr Davis also rejected suggestions that CCA acted at the behest of TCCC, describing it as "absolute nonsense".
"It is equally nonsensical to say that CCA is not independent because the 30 per cent shareholder refuses to agree to a merger proposal requiring to sell all its shares.
"We have two relationships with TCCC, as a major shareholder and a supplier and brand owner."
On Thursday, CCA reported a net profit of $385.6 million for 2008, up 24.1 per cent on the prior year.
Net profit before significant items was $404.3 million, up 10.4 per cent for the 12 months ended December.
At 12.34pm (AEDT) CCA shares were 41 cents or 4.89 per cent higher at $8.79 and Lion Nathan grew 16 cents to $8.63.
