Moorfield is a rival property company about a quarter the size of Greycoat by market capitalisation.
It approached Greycoat informally after UK Active Value, an investment company, launched a campaign to force Greycoat to dispose of a number of properties.
But UKAV came to an agreement with Greycoat last week which allowed the property company to see off rebel shareholders when it won a vote at an extraordinary meeting.
Michael Beckett, chairman of Greycoat, claimed pounds 300,000 had been wasted organising meetings and paying advisers to fight allegations made by UKAV, which is led by Bryan Myerson. UKAV has 10.3 per cent of Greycoat.
With about 95 per cent of shareholders supporting Mr Beckett against proposals to sell pounds 500m of property and in effect liquidate Greycoat, observers believe Moorfield was bound to bow out of its promised takeover bid.
A spokesman for Greycoat said that there had been no direct communication from Moorfield yesterday and that the company had learnt about the Moorfield decision to withdraw from other sources.
Moorfield said weeks ago it was putting together an all-paper proposal to merge with Greycoat, but appears not to have made concrete proposals.