Cerberus Capital Management officially withdrew its $6.2 billion offer for Affiliated Computer Services Inc. on Tuesday.

Shareholders were irritated by how the company's directors handled the $62-a-share offer, according to people familiar with the matter.

The ACS situation underscores the often fraught position of corporate boards. Boards must push to get the highest price for company shares, while ensuring that they don't lose the interest of prospective buyers.

With the recent downturn in the credit markets, sellers have lost some leverage, leaving some deals in the lurch.

Cerberus officials wrote a special board committee of ACS that "We regret that we must withdraw our offer to acquire the company due to the continuation of poor conditions in the debt markets."

A spokesman for the Dallas-based technology outsourcing company said he couldn't comment Tuesday evening.

Cerberus made its first offer on March 20, in conjunction with ACS founder and chairman Darwin Deason, who controls about 2 percent of ACS shares.

ACS eventually assembled a committee of independent directors, who were charged with negotiating with the buyers while seeking potentially higher bids.

The process got bogged down over the ensuing months, making it harder for the deal to come together, especially as financing became harder to secure.

"Had the special committee engaged with Cerberus and Darwin Deason on the schedule we proposed in our offer letter, we are confident that our acquisition would have been approved and closed" and shareholders would have been paid a premium for their shares, the letter continued.

ACS shares closed at $50.85, down 26 cents, on Tuesday, well off their highs above $60 a share in the spring. They're about $5 higher than lows reached in August.

Analysts had become increasingly pessimistic about the deal's prospects as months went by without much negotiation.

"There's enough of a chance that everything falls apart that the stock is not really that interesting," Joe Vafi, an analyst at Jefferies & Co., told The Dallas Morning News in June.

The situation has upset ACS' top two shareholders.

Marc Baylin, portfolio manager at Oppenheimer Funds, a 7 percent shareholder, said that "by not accepting the deal, they basically lost their chance" to get a price for shareholders.

Mr. Baylin wouldn't say whether the price was acceptable to him, but he added that "quite candidly, we were not concerned about the status of the deal, but we were pretty upset we never got a chance to vote."

That echoed the sentiments of Richard Pzena of Pzena Investment Management, the largest shareholder, with a stake of 8.7 percent. Mr. Pzena said he tried to speak to the special committee but got no response.

The Wall Street Journal and Dallas Morning News staff writer Victor Godinez contributed to this report.