CHICAGO, Ill. — The sale of Hillshire Brands to Tyson Foods may be one step closer to fruition, as Hillshire’s board of directors has recommended its stockholders vote against a previously proposed merger deal with another company.

Last month, Tyson made a unilaterally binding offer for Hillshire valued at about $8.55 billion. The all-cash offer included Hillshire’s outstanding net debt. The Tyson proposal followed dueling offers from itself and Pilgrim’s Pride.

In May, and before the unsolicited offers from Tyson and Pilgrim’s Pride, Hillshire and Pinnacle Foods agreed to merge. The termination of that merger was listed by Tyson as a requirement for its purchase of Hillshire to go through.

Hillshire said its board of directors has determined Tyson’s takeover offer constitutes a superior proposal, meaning the board decided that offer is more favorable to its stockholders from a financial perspective than the Pinnacle deal.

The Hillshire board had previously recommended its stockholders approve the proposed Pinnacle merger.

If Pinnacle officials terminate the merger agreement before a vote of Hillshire stockholders, Pinnacle may receive a termination fee of $163 million, Hillshire said in a statement. Hillshire expects to have a stockholder meeting as early as August; Tyson has said its offer is valid until Dec. 12.

Tyson’s president and CEO welcomed the news from Hillshire’s board of directors.

"We believe our offer to acquire Hillshire Brands for $63 per share in cash is a superior proposal for Hillshire Brands shareholders," Donald J. Smith noted in a statement.

"We’re pleased the Hillshire board has withdrawn its recommendation in favor of the Pinnacle agreement, and now recommends the Tyson Foods offer, all as expressly authorized by the Pinnacle agreement. We hope Pinnacle Foods will promptly accept the termination fee and not delay the ability of Hillshire Brands’ shareholders to benefit from Tyson Foods’ superior offer."

Hillshire’s portfolio includes Hillshire Farm, Jimmy Dean and Ball Park brands.

It had approximately $4 billion in sales in fiscal year 2013 and has more than 9,000 employees, the company stated.

Tyson had sales of $35.4 billion last year, according to the company. In addition to Tyson products, its other brands include Corn King, Lady Aster and Star Ranch Angus beef.

The sale of Hillshire to Tyson would create a $40 billion business, Smith has said.

The combined company would have the No. 1 brands in chicken, stack pack bacon, sausage, breakfast sandwiches, hot dogs and corndogs, he said.

The purchase of Hillshire is important to Tyson’s stated goal of improving its prepared foods business, Smith added.