The deal, originally due to complete in July, was suddenly called off on Friday, four months into due diligence checks.
BWG Group chief executive Leo Crawford said: "The terms of their formal final offer for the business were unacceptable and BWG have accordingly terminated the discussions."
Hasletts owns the Mace franchise in Northern Ireland. It also runs the Nearbuy and XL Stop and Shop symbol groups plus the Holmes Cash and Carry business.
Hendersons supplies 400 Spar, VG and Vivo retailers in the province. It also owns the Andrew Millar convenience store group, which was ranked number 15 in the The Grocer Top 50 index.
Crawford said senior management at BWG Group and J&J Haslett will now focus on devising a strategic plan for the future development of the Northern Ireland business.