Xref Ltd (ASX: XF1) shares are falling off a cliff on Tuesday.

In morning trade, the human resources technology company's shares are down a sizeable 26% to 11.5 cents.

This follows news that its takeover by an $8 billion ASX 200 stock has collapsed.

Which ASX 200 stock?

The ASX 200 stock that was looking to acquire Xref was job listings giant Seek Ltd (ASX: SEK).

In November, the two parties signed a deal that would see Seek acquire the small cap tech stock for approximately $40 million.

At the time, Xref revealed that after careful consideration, its board unanimously recommended shareholders vote in favour of the deal. This was in the absence of a superior proposal and subject to the independent expert's report. In addition, each Xref director intended to vote their Xref shares in favour of the transaction subject to the same qualifications.

And with the independent expert, BDO Corporate Finance Australia, assessing the value of an Xref share on a controlling interest basis to be in the range of $0.129 and $0.214, the ASX 200 stock's offer was given the thumbs up.

This is likely to have led to many believing that this was a done deal. However, it seems that not everyone was supportive of the transaction.

Shareholders vote down takeover

According to an announcement this morning, only 67.60% of votes cast were in favour of the transaction, which falls short of the required threshold of 75%. Seek advised:

Despite a unanimous recommendation from Xref's Board of Directors and the Independent Expert concluding that the Scheme is fair and reasonable, and in the best interests of Xref shareholders in the absence of a superior proposal, 67.60% of votes cast were cast in favour of the Scheme, falling short of the required threshold of 75%.

In response, the ASX 200 stock reiterated that its offer was best and final, and the two parties have agreed to terminate the scheme implementation deed with immediate effect.

The ASX 200 stock revealed that it will now look elsewhere for growth opportunities. It explains:

SEEK has previously announced that its offer was its best and final offer. It considered the offer to be fair and reasonable, which was confirmed by the Independent Expert, and Xref's board unanimously recommended the Scheme. Accordingly SEEK will continue to explore other opportunities to grow placements, grow yield and improve operating leverage, which may include alternative approaches to achieving the benefits that the Scheme would have provided.