Hillshire Brands, which makes Ball Park hot dogs and Jimmy Dean sausages, has been trying to buy Birds Eye frozen vegetables maker Pinnacle Foods for $4.23 billion.
But Tyson, one of the world's largest meat-processing companies, said its offer would make a more profitable company.
The offer is a 35 per cent premium to Hillshire's closing price May 9, the day before Hillshire announced its Pinnacle acquisition bid. The offer is worth about $6.2 billion.
Hillshire said earlier it strongly believes in its deal with Pinnacle Foods but is reviewing Pilgrim Pride's $5.58 billion offer.
Hillshire could not immediately be reached about the Tyson offer.