Brown-Forman said it was not interested in selling, but informed the board of Constellation Brands' interest, said the people, who asked not to be named discussing private information.
Terms of any potential offer could not be learned, but Brown-Forman's market cap is hovering around $22 billion. There are no ongoing talks, one of the people said. But Constellation remains interested in a potential merger.
The Brown family, who are fifth-generation owners of Brown-Forman, own a majority of the voting power and have indicated historically that they do not want to sell their company.
Shares of Brown-Forman have gained 12 percent over the last week, amid takeover rumors.
The stock rose 4.9 percent on the report of the deal Tuesday, before being halted briefly. When trading resumed, Brown shares gave back those gains and turned sharply lower. They were recently down nearly 6 percent.
A representative for Brown-Forman declined to comment. A representative for Constellation Brands did not immediately respond to a request seeking comment.