FORTUNE — Pilgrim’s Pride Corp. (PPC) unveiled a $5.52 billion takeover bid for The Hillshire Brands Co. (HSH) Tuesday, an offer that, if successful, would put a snag in the latter company’s own takeover offer for Pinnacle Foods Inc. (PF).
Pilgrim’s agreed to pay $45 per share in cash for Hillshire Brands’ outstanding shares, a roughly 22% premium to Hillshire’s closing price on Friday. Pilgrim’s said the all-cash proposal would provide Hillshire shareholders with a “substantially superior alternative to Hillshire’s pending acquisition of Pinnacle Foods.” The calculation of Pilgrim’s offer is based on the amount of shares outstanding Hillshire reported in late March.
“We are coming forward now because the opportunity for your shareholders to obtain the compelling value represented by our proposal will no longer exist if the proposed acquisition of Pinnacle is consummated,” Pilgrim’s Pride chief executive William Lovette wrote in a letter to Hillshire’s chief executive Sean Connolly.
A Hillshire representative wasn’t immediately available to comment on Pilgrim’s offer.
MORE: Hillshire Brands to buy Pinnacle Foods for $6.6 billion
The bid for Hillshire comes less than a month after it agreed to pay about $6.6 billion, including debt, to acquire packaged foods company Pinnacle Foods. That deal, announced earlier in May, would have combined Hillshire’s portfolio, which included Jimmy Dean sausages and Ball Park with Pinnacle’s Wish-Bone condiments, Mrs. Butterworth’s syrups and Celeste pizzas.
Pilgrim’s Pride said its proposal has the unanimous support of the company’s board, as well as majority owner Brazilian meatpacker JBS SA. The offer includes a $163 million termination fee payable to Pinnacle. Pilgrim’s said it expects the deal would close in the third quarter of this year. It expects to finance the offer with a combination of existing cash and new debt financing.
The deal to combine Pilgrim’s and Hillshire would create a merged company with $12.4 billion in sales. Pilgrim’s has more expertise in food service and the supermarket deli, while Hillshire has more experience at retail, Pilgrim’s said.