Comcast is abandoning its proposed $45 billion acquisition of Time Warner Cable.

The decision comes two days after Comcast officials met Wednesday with members of the Justice Department and the FCC.

Both agencies expressed strong concerns about the deal.

In a statement, FCC Chairman Tom Wheeler said, "Comcast and Time Warner Cable’s decision to end Comcast’s proposed acquisition of Time Warner Cable is in the best interests of consumers. The proposed transaction would have created a company with the most broadband and the video subscribers in the nation alongside the ownership of significant programming interests."

"Today, we move on," Comcast CEO Brian Roberts said in a statement. "Of course, we would have liked to bring our great products to new cities, but we structured this deal so that if the government didn’t agree, we could walk away."

Roberts went on to say that "Comcast NBCUniversal is a unique company with strong momentum. Throughout this entire process, our employees have kept their eye on the ball and we have had fantastic operating results. I want to thank them and the employees of Time Warner Cable for their tireless efforts.  I couldn’t be more proud of this company and I am truly excited for what’s next."

In a statement, Time Warner Cable Chairman and CEO Rob Marcus said that TWC is well positioned without the merger.

"We have always believed that Time Warner Cable is a one-of-a-kind asset," he said.  "We are strong and getting stronger. Throughout this process, we’ve been laser focused on executing our operating plan and investing in our plant, products and people to deliver great experiences to our customers. Through our strong operational execution and smart capital allocation, we are confident we will continue to create significant value for shareholders."

"I’m extremely proud of the professionalism, dedication and resiliency our 55,000 employees have shown over the past year and thank them for their continued commitment to Time Warner Cable," he added.

The combined company would have put nearly 30 percent of TV and about 55 percent of broadband subscribers under one roof.

In his statement, Wheeler also said, "The proposed merger would have posed an unacceptable risk to competition and innovation, including to the ability of online video providers to reach and serve consumers."

"Nothing about net neutrality changes the fact that this merger would have given Comcast control of 52 percent of the home broadband market, and most of the largest media markets in the country - by some counts, 16," said Tom O'Boyle of Common Cause. "Clearly, that would have brought intolerable levels of market power to a number of different markets with home broadband, cable programming, local advertising."

Analysts say Time Warner Cable could still be picked up by Charter Communications, which had expressed interest before the Comcast deal.

That deal is viewed very differently than Comcast/Time Warner Cable just given the size," said Amy Yong of Macquarie Securities. "Charter only has about five, six million video subscribers. 

Time Warner Cable is the parent company of this news channel.