Financial information about the unit will be sent to potential buyers later this month, said the people, who declined to be identified before an agreement was reached.
Godiva, which is based in New York and generates 7% of Campbell's revenue, is for sale after 40 years, as Campbell's chief executive, Douglas Conant, tries to sell more V8 juice and Swanson broth.
Christopher Growe, an analyst at A.G. Edwards & Sons, wrote on August 9, when Campbell announced it was studying options for Godiva, that the company could use the proceeds to reduce debt.
Selling Godiva "certainly makes sense," said Alton Stump, an analyst at Longbow Research in Independence, Ohio. "It's not a core asset."
Lindt & Sprungli may be one of the bidders for Godiva, the people said. The chocolate maker, based in Kilchberg, Switzerland, said September 4 that it was considering an offer.
A spokesman for Campbell, Anthony Sanzio, said the company would not comment on potential bidders or the timing of its review of Godiva.
The company, based in Camden, N.J., is expanding into China and Russia, whose economies are growing rapidly and where soup consumption outpaces that in the United States.
Godiva competes with Nestle, based in Vevey, Switzerland, and Lindt & Sprungli, the maker of Ghirardelli chocolates.
Godiva accounted for 0.6%t of the global chocolate confectionery market last year, ranking 17th behind Mars's top-selling M&M's and Snickers bars, according to Euromonitor International, a market research company based in London.
Godiva was 11th in the U.S., with 2%t of the market, trailing Reese's, made by Hershey.
Nestle has said that it does not plan any acquisitions to expand its chocolate business. "I don't see now, into the future, any major acquisition," the chairman and chief executive, Peter Brabeck, said during an interview in August.
Possible bidders for Godiva include Hershey, the closely held Mars of McLean, Virginia, and London-based Cadbury Schweppes, the world's biggest candy maker, according to a report last month from Rob Mosko, an analyst at Credit Suisse.
Kirk Saville, a spokesman for Hershey, based in Hershey, Pennsylvania, declined to comment. Calls to Cadbury spokesmen were not immediately returned.
Zurich-based Barry Callebaut, the world's biggest maker of bulk chocolate, ruled itself out of the bidding for Godiva on Thursday.
From the September 24, 2007, Prepared Foods e-Flash