By Chelsey Dulaney 

Kraft Foods Group Inc. and H.J. Heinz Co. have agreed to merge in a deal that will create the fifth largest food and beverage company in the world.

The deal comes as many major U.S. food makers struggle with changes in consumer tastes that have hampered their ability to sell packaged, processed food.

The Wall Street Journal reported that the two companies were in talks on late Tuesday, with a deal likely to top $40 billion.

Under the terms of the deal, Warren Buffett's Berkshire Hathaway Inc. and private-equity firm 3G Capital will invest $10 billion in the new company.

In 2013, 3G teamed up with Mr. Buffett to buy U.S. ketchup maker Heinz for $23 billion.

3G, an acquisitive Brazilian firm known for buying consumer companies it considers bloated and aggressively slashing costs, has been looking for targets after it recently raised some $5 billion for deal making.

Kraft today is a mostly U.S. food conglomerate whose brands include Oscar Mayer deli meats and Maxwell House coffee in addition to its namesake cheese products. The company has struggled of late with changing tastes.

The combined company, which will be called The Kraft Heinz Co., will have revenues of $28 billion.

Heinz shareholders will hold a 51% stake in the combined company, while Kraft shareholders will hold a 49% ownership stake.

Write to Chelsey Dulaney at Chelsey.Dulaney@wsj.com

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