These people familiar with the matter say Conagra, the owner of Reddi-wip whipped cream, and Pinnacle, which owns brands such as Duncan Hines, spoke weeks ago about a possible combination but have no plans to revisit the issue.
Conagra and its smaller rival were unable to agree on a price, a person familiar with the deal said, adding that Pinnacle's expectations far exceeded what Conagra might have been willing to pay.
On Wednesday, Reuters reported there were deal talks between the two, which sent Pinnacle shares soaring.
Representatives from Conagra and Pinnacle declined to speak on speculation.
Additionally, packaged food companies like Conagra and Pinnacle have been under increasing pressure by grocers, including big-box players such as Wal-Mart, to keep prices low for budget-conscious consumers.
This has made for a tough time in the packaged goods space, as shoppers are also seeking healthier, fresher foods in stores, and are buying fewer processed goods from the center of the store and the frozen food aisle.
Chicago, Illinois-based Conagra has been trying to reinvent itself since it sold its private-label unit for $2.7 billion in 2016, in what was seen as an attempt to focus on its branded food business.
Pinnacle shares were falling a little more than 7 percent Friday morning on news that the deal with Conagra wouldn't go through. Meanwhile, shares of Conagra were falling around 2.3 percent, and the stock is down a little more than 5 percent over the past 3 months.
Pinnacle's stock has seen gains of a little more than 5 percent for the three-month period.
—CNBC's Lauren Thomas contributed to this report.