Ontario Teachers' Pension Plan, which is one of the world's biggest pension funds and owns lottery operator Camelot, had won the support of the directors of East Kilbride-based Goals.
But independent shareholders of Goals, which operates 44 sites, rejected the plan at a meeting, with 71.4% of votes going for the deal - below the 75% that was needed for it to be passed. The result triggered a 20% fall in its share price as the group said it was not in talks with any other potential buyers.
Earlier this month, Patron Capital Partners, which owns a controlling stake in Goals rival Powerleague, pulled out of the race to buy the firm.
Chairman Sir Rodney Walker said the group would now focus on "delivering a best-in-class five-a-side football experience in the UK and beyond".
Ontario Teachers, which is already home to a number of leading Canadian sports assets such as the Toronto FC Major League Soccer team, had described its 144p-a-share bid for Goals as a "win-win for investors".
Goals has been run by Keith Rogers since 2000 and he holds an 8% stake in the company. Mr Rogers and his management had intended to remain with the business and reinvest £6 million after the sale - around 65% of their holding.
Goals has put in a resilient performance amid the wider economic woes in the UK, with underlying profits increasing by 11% to £13.8 million in 2011.
A typical Goals centre has between nine and 14 floodlit courts with pitches made from artificial grass, which is designed to look and feel like real turf, parking for about 100 cars and a licensed bar. Around three-quarters of its revenues came from football bookings during 2011. It added more than 10 new centres to its estate in the last two years - most recently at Sunderland, Liverpool, Norwich and Hull.