Both Tyson and Pilgrim's Pride had been bidding of Hillshire Brands. Tyson had previously offered $50 per share for the company. Pilgrim's Pride then raised its bid to $55 per share. Pilgrim's Pride says it is withdrawing its offer.
The offer from Tyson is worth $7.75 billion based on Hillshire's 123 million shares outstanding. Tyson values the deal at $8.55 billion, including debt.
Tyson said the combination will help it expand its prepared food business.
The deal is contingent on Hillshire Brands terminating its agreement to buy Pinnacle Foods, which makes Birds Eye frozen vegetables and Wish-Bone salad dressings.
Tyson shares fell 4 percent in premarket trading.