The poultry producer is offering $45 per share for Hillshire, which makes Hillshire Farm lunch meats and Jimmy Dean sausages. Hillshire has 124 million shares outstanding, according to SEC filings. That is a 24 percent premium to Hillshire's closing price Friday of $36.23.
Pilgrim's Pride says the deal is a better offer than Hillshire's plan to buy Pinnacle Foods for $4.23 billion. Pinnacle makes Birds Eye frozen vegetables and Duncan Hines cake mixes.
Hillshire brands did not respond to a request for comment. Its shares jumped 23 percent to $45.49 in premarket trading.
Pilgrim's Pride says the deal could close in the third quarter of 2014 if Hillshire terminates its deal with Pinnacle.