Hillshire has offered $18 in cash and half of its share for each share in Pinnacle, valuing it at $4.3bn excluding its debts of around $2.5bn.
Blackstone has decided to vote in favour of the deal and sell its 51 per cent stake.
The private equity firm bought Pinnacle Foods in a $2.2bn take-private deal in 2007 and added Birds Eye Foods two years later for $1.3bn.
Pinnacle was floated on the New York Stock Exchange in March last year. The company sold 29m shares at a price of $20 per share worth a total $580m.
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