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The WhiteWave Foods Company Board of Directors Approves a Reduction in the Voting Rights of WhiteWave Class B Common Stock



  The WhiteWave Foods Company Board of Directors Approves a Reduction in the
  Voting Rights of WhiteWave Class B Common Stock

Dean Foods’ Board Has Approved a May 23^rd Distribution Date for the Spin-Off

Business Wire

BROOMFIELD, Colo. -- May 1, 2013

The WhiteWave Foods Company (“WhiteWave”) (NYSE: WWAV), reported that its
parent, Dean Foods Company, announced today that its board of directors has
approved the distribution of a portion of its remaining equity interest in
WhiteWave to Dean Foods stockholders. Earlier today, Dean Foods announced that
the distribution will be effected on May 23, 2013 and announced the
approximate distribution ratios, record date and other details of the
spin-off. When the distribution is complete, Dean Foods will continue to own
an interest in WhiteWave but will no longer own a controlling interest.

“The spin-off is exciting news for us, and marks the beginning of the next
stage of WhiteWave’s history,” said Gregg Engles, Chairman and CEO of
WhiteWave. “We will continue to focus on uniting the spirit and principles of
small food with the scale and resources of big food to change the way the
world eats for the better.”

In connection with today’s announcement by Dean Foods, WhiteWave’s board of
directors today approved a reduction in the voting rights of WhiteWave Class B
common stock that will become effective upon the distribution. At such time,
each share of WhiteWave Class B common stock will become entitled to ten votes
with respect to the election and removal of directors and one vote with
respect to all other matters submitted to a vote of WhiteWave’s stockholders.
Dean Foods has consented to the reduction in the voting rights of WhiteWave
Class B common stock.

Distribution Details

Dean Foods today announced that its board of directors has authorized the
distribution to Dean Foods stockholders of an aggregate of 47,686,000 shares
of WhiteWave Class A common stock and 67,914,000 shares of WhiteWave Class B
common stock on May 23, 2013, the distribution date, as a pro rata dividend on
shares of Dean Foods common stock outstanding at the close of business on the
record date, May 17, 2013. Based on the number of shares of Dean Foods common
stock outstanding on March 31, 2013, Dean Foods estimates that each share of
Dean Foods common stock will receive approximately 0.256 shares of WhiteWave
Class A common stock and approximately 0.364 shares of WhiteWave Class B
common stock in the distribution. Dean Foods will determine and announce the
actual distribution ratios for the WhiteWave Class A common stock and the
WhiteWave Class B common stock to be distributed per share of Dean Foods
common stock based on the number of shares of Dean Foods common stock
outstanding on the record date.

Fractional shares of WhiteWave Class A common stock and WhiteWave Class B
common stock will not be distributed to Dean Foods stockholders. Instead, the
fractional shares of WhiteWave Class A common stock and WhiteWave Class B
common stock will be aggregated and sold in the open market, with the net
proceeds distributed pro rata in the form of cash payments to Dean Foods
stockholders who would otherwise receive WhiteWave fractional shares. The
spin-off has been structured to qualify as a tax-free distribution to Dean
Foods stockholders for U.S. federal tax purposes. Cash received in lieu of
fractional shares will, however, be taxable. Dean Foods stockholders should
consult their tax advisors with respect to U.S. federal, state, local and
foreign tax consequences of the distribution.

Beginning on May 15, 2013, and continuing through the close of trading on the
New York Stock Exchange (“NYSE”) on May 23, 2013, the distribution date, a
“regular way” market and two “when-issued” markets will exist in WhiteWave
common stock (each of which will be traded on the NYSE):

  * WhiteWave Class A common stock “regular way” market (NYSE: WWAV): The
    regular way market is the same market for WhiteWave Class A common stock
    that has been in existence since WhiteWave completed its initial public
    offering of Class A common stock in October 2012.
  * WhiteWave Class A common stock “when-issued” market (NYSE: WWAV WI): The
    when-issued market for WhiteWave Class A common stock relates to the
    shares of WhiteWave Class A common stock that will be distributed to Dean
    Foods stockholders on the distribution date. Therefore, if you are
    entitled to receive shares of WhiteWave Class A common stock in the
    distribution, you may trade your entitlement to the shares of WhiteWave
    Class A common stock, without the shares of Dean Foods common stock you
    own, in the WhiteWave Class A common stock when-issued trading market.
  * WhiteWave Class B common stock “when-issued” market (NYSE: WWAV.B WI): The
    when-issued market for WhiteWave Class B common stock relates to the
    shares of WhiteWave Class B common stock that will be distributed to Dean
    Foods stockholders on the distribution date. Therefore, if you are
    entitled to receive shares of WhiteWave Class B common stock in the
    distribution, you may trade your entitlement to the shares of WhiteWave
    Class B common stock, without the shares of Dean Foods common stock you
    own, in the WhiteWave Class B common stock when-issued trading market.

Also, beginning on May 15, 2013 and continuing through the close of business
on May 23, 2013, there will be two markets in Dean Foods common stock: a
“regular way” market and an “ex-distribution” market. Both regular way and
ex-distribution trading in shares of Dean Foods common stock take place on the
NYSE. If you own shares of Dean Foods common stock on the Record Date and you
sell those shares in the regular way market prior to or on the Distribution
Date, you will also be selling your right to receive the dividend of WhiteWave
shares with respect to the Dean Foods shares you sold. If you own shares of
Dean Foods common stock on the Record Date and sell those shares in the
ex-distribution market prior to or on the Distribution Date, you will still
receive the dividend of WhiteWave shares with respect to the Dean Foods shares
you sold.

WhiteWave Class A common stock currently trades on the NYSE under the symbol
“WWAV”. Following the distribution date, WhiteWave Class B common stock will
trade on the NYSE under the symbol “WWAV.B”. The distribution of shares of
WhiteWave Class A common stock and WhiteWave Class B common stock will be made
in book entry form, and no physical share certificates of WhiteWave will be
issued. An information statement describing the distribution will be mailed to
Dean Foods stockholders following the record date.

In anticipation of the distribution, Dean Foods has informed WhiteWave that,
prior to the distribution, Dean Foods will provide notice to WhiteWave of the
conversion of 82,086,000 shares of WhiteWave Class B common stock owned by
Dean Foods into 82,086,000 shares of WhiteWave Class A common stock, of which
47,686,000 shares of WhiteWave Class A common stock will be distributed by
Dean Foods in the spin-off and 34,400,000 shares of WhiteWave Class A common
stock will be retained by Dean Foods following the distribution. Dean Foods
expects the conversion to be effective at the close of business on the
distribution date immediately prior to the distribution.

About The WhiteWave Foods Company

The WhiteWave Foods Company is a leading consumer packaged food and beverage
company that manufactures, markets, distributes, and sells branded plant-based
foods and beverages, coffee creamers and beverages, and premium dairy products
throughout North America and Europe. 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. WhiteWave’s widely-recognized, leading brands
distributed in North America include Silk® plant-based foods and beverages,
International Delight® and LAND O LAKES® coffee creamers and beverages, and
Horizon Organic® premium dairy products. Its popular European brands of
plant-based foods and beverages include Alpro® and Provamel®.

Forward-Looking Statements

Some of the statements in this press release are “forward-looking” and are
made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These “forward-looking” statements include
statements relating to, among other things, the spin-off and other
dispositions of Dean Foods’ remaining ownership interest in WhiteWave. These
statements involve risks and uncertainties that may cause results to differ
materially from the statements set forth in this press release. The
disposition of Dean Foods’ remaining ownership interest in WhiteWave in one or
more tax-free dispositions after the spin-off would be subject to various
conditions, including the receipt of any necessary regulatory or other
approvals, the existence of satisfactory market conditions, and Dean Foods’
maintenance of the private letter ruling from the Internal Revenue Service.
For other risks and uncertainties that may cause actual results to differ from
the forward-looking statements contained in this press release, see the “Risk
Factors” section of WhiteWave’s most recent Annual Report on Form 10-K. The
forward-looking statements in this press release speak only as of the date of
this release. WhiteWave expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to such statements to reflect any
change in its expectations with regard thereto or any changes in the events,
conditions or circumstances on which any such statement is based.

Contact:

The WhiteWave Foods Company
Investor Relations:
Dave Oldani, +1 214-721-7648
or
Media:
Molly Keveney, +1 303-635-4529
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