CHICAGO — The board of directors for Hillshire Brands said it will review the proposal from Pilgrim’s Pride Corp. to acquire the company for $45 per share in an all cash deal valued at approximately $6.4 billion. The transaction is contingent on Hillshire Brands not completing its acquisition of the Pinnacle Foods Group.

“We continue to strongly believe in the strategic merits and value creation potential provided by the proposed transaction with Pinnacle Foods,” Hillshire Brands said in a statement. “Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisers, Hillshire Brands’ board will thoroughly review the Pilgrim’s Pride proposal.”

A report issued by JP Morgan shortly after Pilgrim’s Pride’s bid was announced supported the merger between two protein companies vs. a protein and a center of the store company with a focus in the frozen vegetable segment.

“From a financial basis, we think PPC-HSH would bring many more synergies than would HSH-PF, primarily because putting two meat companies together likely would generate sales/marketing efficiencies, back office consolidation, and supply chain benefits,” the JP Morgan report said. “From a strategic basis, our logic is similar: We think joining two protein companies makes a lot more sense than marrying a meat company with one that has a focus on frozen vegetables.”

The JP Morgan analysts speculated other bidders may emerge for Hillshire Brands, noting that there are a variety of commodity-oriented protein companies that may see value in adding a company like Hillshire Brands that has a stable of very strong brands. Three possible suitors mentioned in the analyst brief include Tyson Foods Inc., Cargill and Sanderson Farms Inc.