WWAV Whitewave Foods Company (The) (delisted)

The WhiteWave Foods Company (NYSE:WWAV) (the “Company”) announced the commencement of a consent solicitation relating to its outstanding $500,000,000 5.375% Senior Notes due 2022 (the “2022 Notes”).

As previously announced, on July 6, 2016, the Company entered into an Agreement and Plan of Merger with Danone S.A., a société anonyme organized under the laws of France (“Danone”), and July Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Danone (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation (the “Merger”). Upon completion of the Merger, the Company will become an indirect wholly owned subsidiary of Danone. The Merger remains subject to receipt of necessary regulatory approvals and other customary conditions. The Company and Danone continue to work with the relevant entities to obtain regulatory clearance and approval. The Company currently expects closing to occur in the first quarter of 2017; however, there can be no assurance regarding the timing of receipt of regulatory approvals or the completion of the Merger. In connection with the Merger, the Company is making the consent solicitation at the request and expense of Danone.

The consent solicitation will expire at 5:00 p.m., Eastern time, on November 21, 2016, unless terminated or extended by the Company (the “Expiration Date”). The consent solicitation is conditioned on the receipt of valid (and not validly revoked) consents from holders of 2022 Notes as of 5:00 p.m., Eastern time, on November 11, 2016 (the “Record Date”) of at least a majority in aggregate principal amount of the outstanding 2022 Notes, voting together as a single class. The consent solicitation is also conditioned on other customary closing conditions, each of which may be waived by the Company at any time.

The Company will, after the Expiration Date and upon (1) the satisfaction or waiver of all conditions to the consent solicitation and (2) the closing of the Merger, promptly pay to each holder of 2022 Notes who has delivered (and not validly revoked) a valid consent in favor of the proposed amendments prior to the Expiration Date a cash payment of $2.50 for each $1,000 principal amount of 2022 Notes in respect of which such consent has been delivered.

The primary purpose of the Consent Solicitation is to amend the indenture governing the 2022 Notes (the “Indenture”) to modify the reporting covenants with respect to the 2022 Notes so that, from and after the closing of the Merger, in the event that (and for so long as) Danone provides an unconditional guarantee of the Company’s payment obligations under the Indenture and the 2022 Notes, Danone will provide its periodic and current reporting (under applicable French law) in lieu of the Company’s existing periodic and current reporting obligations, which reporting obligations will not be applicable at any time and for any period during which such guarantee is in force.  The proposed amendments will also add provisions, in the event that Danone guarantees the Company’s payment obligations under the Indenture and the 2022 Notes, regarding the unconditional guarantee by Danone thereof, and revise certain definitions, including, inter alia, revising the definition of “Change of Control” to provide that the Merger (and each transaction in connection therewith or related thereto) shall not constitute a Change of Control so long as Danone provides an unconditional guarantee of the Company’s payment obligations under the Indenture and the 2022 Notes.  Danone has no obligation to guarantee the 2022 Notes.  There can be no assurance that Danone will provide such guarantee.

The consent solicitation may be amended, extended, abandoned or terminated at the option of the Company. For a complete statement of the terms and conditions of the consent solicitation, holders of the 2022 Notes should refer to the consent solicitation statement, dated as of November 14, 2016, which is being sent to holders of the 2022 Notes as of the Record Date.

The Solicitation Agents in connection with the consent solicitation are MUFG Securities Americas Inc., J.P. Morgan Securities LLC and BNP Paribas Securities Corp.  Questions regarding the consent solicitation may be directed to (1) MUFG Securities Americas Inc., Attention: Liability Management Group at (877) 744-4532 (toll free), (212) 405-7481 or +44 207-577-4048/4218 or (2) J.P. Morgan Securities LLC, Attention: Liability Management at (866) 834-4666 (toll free) or (212) 834-3424.  Global Bondholder Services Corporation is serving as Information Agent and Tabulation Agent in connection with the consent solicitation.  Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information Agent at (866) 470-4500 (toll free) or (212) 430-3774 (banks and brokers).

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities.  The consent solicitation is being made solely by the consent solicitation statement and is subject to the terms and conditions stated therein.  The Company reserves the right to modify the consent solicitation statement or to terminate the consent solicitation.

About The WhiteWave Foods CompanyThe WhiteWave Foods Company is a leading consumer packaged food and beverage company that manufactures, markets and sells branded plant-based foods and beverages, coffee creamers and beverages, premium dairy products and organic produce. It sells products primarily in North America, Europe and through a joint venture in China. WhiteWave is focused on providing consumers with innovative, great-tasting food and beverage choices that meet their increasing desires for nutritious, flavorful, convenient, and responsibly-produced products. The Company's widely-recognized, leading brands distributed in North America include Silk®, So Delicious® and Vega™ plant-based foods and beverages, International Delight® and LAND O LAKES®* coffee creamers and beverages, Horizon Organic® and Wallaby Organic® premium dairy products and Earthbound Farm® organic salads, fruits and vegetables. Its popular plant-based foods and beverages brands in Europe include Alpro® and Provamel®. To learn more about WhiteWave, visit www.whitewave.com.

*The LAND O LAKES brand is owned by Land O’Lakes, Inc. and is used by license.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify these forward-looking statements by forward-looking words, such as "expect," "anticipate," "believe," "likely," "may," and "should," the negative or plural of these words and other similar terminology. Forward looking statements in this document include, but are not limited to, statements regarding the expected timing of the completion of the transaction. These forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in these forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties as to the timing of the contemplated merger; the possibility that the closing conditions to the contemplated merger may not be satisfied or waived; the effects of disruption caused by the announcement of the contemplated merger; the potential impact of stockholder litigation in connection with the contemplated transaction, and other risks and uncertainties described in the section "Risk Factors" in WhiteWave's recent annual report on Form 10-K available on www.whitewave.com.

Contacts:
Investor Relations:
Dave Oldani
303.635.4747

Media:
Molly Keveney
303.635.4529