Related: Coca-Cola Bids $2.4 Bln for Huiyuan Juice

Coca-Cola said on Wednesday it has offered to buy Huiyuan, China's largest fruit juice company, for the equivalent of 2.4 billion U.S. dollars in cash, in what would be the second-largest acquisition in the U.S.-based company's history.

Coke said the offer needed to be approved by the Chinese government.

The prospects of approval are unclear. In July, China turned down an offer by U.S.-based private equity company Carlyle Group to acquire the Xugong Group Construction Machinery Co.

"The approval of the acquisition faces many difficulties," said Mei Xinyu, a researcher at the Chinese Academy of International Trade and Economic Cooperation, a government think tank that is under the Ministry of Commerce.

"There are two main difficulties. One is the large size of the two companies, which will raise concerns about monopolies," Mei told Xinhua. "The second is that the brand of Huiyuan is considered to be protected as a famous domestic brand," he said.

If successful, the acquisition of Huiyuan would represent the largest purchase of a controlling stake in a Chinese company by a foreign company, according to Thomsom Reuters.

Coca-Cola intends to make an all-cash offer to purchase China Huiyuan Juice Group Limited, a Hong Kong-listed company that owns the Huiyuan juice business throughout China. The deal is part of a larger program to grow internationally through acquisitions.

Coca-Cola is offering 12.20 Hong Kong dollars (about 1.56 U.S. dollars) per share and an equivalent price for outstanding convertible bonds and options. It said it has accepted irrevocable undertakings from three major shareholders for acceptance of the offers, in aggregate representing approximately 66 percent of the Huiyuan shares.

"Huiyuan is a long-established and successful juice brand in China and is highly complementary to the Coca-Cola China business, " said Muhtar Kent, president of Coca-Cola.

Atlanta-based Coke has been doing business in China since 1979. It was also a major sponsor of the 2008 Olympic Games.

"This acquisition will deliver value to our shareholders and provide a unique opportunity to strengthen our business in China, especially since the juice segment is so dynamic and fast-growing in China," Kent said.

Coca-Cola intends that initially, Huiyuan will continue to function as usual, while a review of its operations and synergies are undertaken.

"I am very pleased that the current chairman of the Huiyuan business, Zhu Xinli, has agreed to take up the role of honorary chairman. Both the Huiyuan business and Coca-Cola will benefit from his deep understanding of the beverage business in China," Kent said.

Qu Bing, the head of public affairs of the Huiyuan group in Beijing, declined comment when contacted by Xinhua, except to say: "The deal will not influence the manufacturing operations of Huiyuan."