In a statement on Monday, the food and beverage company said it did not see a path toward an agreement "taking into account recent shareholder developments at Hershey."
About 80% of voting shares are controlled by the Hershey Trust Company.
"While we are disappointed in this outcome, we remain disciplined in our approach to creating value, including through acquisitions, and confident that our advantaged platform positions us well for top-tier performance over the long term," said CEO Irene Rosenfeld.
Hershey shares fell by as much as 9% in after-hours trading.
More to come ... Google