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Dean Foods Announces Spin-Off of The WhiteWave Foods Company



         Dean Foods Announces Spin-Off of The WhiteWave Foods Company

PR Newswire

DALLAS, May 1, 2013

DALLAS, May 1, 2013 /PRNewswire/ -- Dean Foods Company ("Dean Foods") (NYSE:
DF) announced today that its board of directors has approved the distribution
of a portion of its remaining equity interest in The WhiteWave Foods Company
("WhiteWave") (NYSE: WWAV) to Dean Foods stockholders and has determined the
approximate distribution ratios, record date and distribution date for the
spin-off.

The Dean Foods 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 of
May 17, 2013.  Based on the number of shares of Dean Foods common stock
outstanding as of 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.  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 will be determined based on the number of
shares of Dean Foods common stock outstanding on the record date. 

"Following WhiteWave's successful initial public offering last year, our
Board's action today puts the spin-off of WhiteWave in motion," said Gregg
Tanner, Chief Executive Officer and Director of Dean Foods.  "The separation
of WhiteWave from Dean Foods continues to unlock significant shareholder value
and puts both companies on a path for future success in their respective
businesses."

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, the
following markets will exist in Dean Foods and WhiteWave common stock (each of
which will be traded on the NYSE):

  o Dean Foods common stock "regular way" market (NYSE: DF): Shares of Dean
    Foods common stock that trade in the regular way market will trade with
    "due bills," which are entitlements to shares of WhiteWave Class A common
    stock and WhiteWave Class B common stock to be distributed pursuant to the
    distribution.  Any holders of shares of Dean Foods common stock who sell
    Dean Foods shares "regular way" between the record date and the
    distribution date will also be selling their right to receive WhiteWave
    shares. 
  o Dean Foods common stock "ex-distribution/when issued" market (NYSE: DF
    WI): Shares of Dean Foods common stock that trade in the
    ex-distribution/when-issued market will trade without an entitlement to
    shares of WhiteWave Class A common stock and WhiteWave Class B common
    stock to be distributed pursuant to the distribution.  If you own shares
    of Dean Foods common stock on the record date and sell those shares of
    Dean Foods common stock in the ex-distribution/when-issued market prior to
    or on the distribution date, you will still receive the shares of
    WhiteWave Class A common stock and WhiteWave Class B common stock that
    were to be distributed to you in respect of those shares of Dean Foods
    common stock. 
  o 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. 
  o 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. 
  o 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.

All trades in the "regular way" markets will settle on the third trading day
after the trade date.  All trades in the "ex-distribution/when-issued" market
and "when-issued" markets will settle on the fourth trading day after the
distribution date, irrespective of the trade date.  The due bills will settle
on the third trading day after the distribution date.

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.  Dean Foods stockholders will not be required to pay cash or
other consideration for the shares of WhiteWave Class A common stock and
WhiteWave Class B common stock to be distributed to them or to surrender or
exchange their shares of Dean Foods common stock to receive the distribution.

WhiteWave announced today that its board of directors has 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 be 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.

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. 

When the distribution is complete, Dean Foods will continue to own an interest
in WhiteWave but will no longer own a controlling interest.  Dean Foods
expects to dispose of its retained shares of WhiteWave Class A common stock
within 18 months of the distribution in one or more debt-for-equity exchanges
or other tax-free dispositions.

J.P. Morgan is acting as financial advisor to Dean Foods in connection with
the spin-off of The WhiteWave Foods Company.

Additionally, the Dean Foods board of directors today accepted the
resignations of Gregg Engles as Chairman of the Board and Director and Stephen
Green, Joseph Hardin, Jr. and Doreen Wright as Directors, effective as of the
conclusion of the May 1, 2013 board of directors meeting at which the
distribution was approved.  In light of the resignations, the Dean Foods board
of directors withdrew the nomination of Mr. Engles for re-election to the
board of directors at the 2013 Annual Meeting of Stockholders of Dean Foods,
and reduced the size of the board of directors from 12 members to eight
members.  Mr. Engles currently serves as Chairman and CEO of WhiteWave and
will now turn his attention fully to his responsibilities at WhiteWave. 
Messrs. Green and Hardin and Ms. Wright currently serve as directors of
WhiteWave.  Mr. Tanner stated, "On behalf of the board of directors and the
employees of Dean Foods, I want to thank Gregg Engles for all that he has done
to build Dean Foods into the great company it is today.  Over the last twenty
years, Gregg has been the driving force behind efforts to reshape and
modernize a centuries-old industry.  His legacy will be felt and remembered
for years to come.  I also want to thank Steve, Joe and Doreen for their
leadership and guidance as members of the Board."

In addition, on May 1, 2013, Tom Davis was appointed to replace Mr. Engles as
the Chairman of the Board of Dean Foods.  Mr. Davis has served as an
independent director of Dean Foods since 2001 and was serving as the Lead
Director of the Dean Foods board of directors at the time of his appointment
as Chairman.  He has over 20 years of experience as an investment banker and
the Dean Foods board of directors believes this experience brings invaluable
strategic insight in the area of finance and will serve the Company well in
his role as Chairman of the Board.      

Dean Foods is also seeking stockholder approval to effect a reverse stock
split of Dean Foods issued common stock by a ratio of not less than 1-for-2
and not more than 1-for-8, with the ratio and the implementation and timing of
such reverse stock split to be determined in the discretion of the board of
directors.  The reverse stock split is conditioned upon completion of the
distribution within the year prior to the effectiveness of the reverse stock
split, as well as approval by Dean Foods stockholders.

About Dean Foods
Dean Foods is a leading food and beverage company in the United States.  Dean
Foods' Fresh Dairy Direct segment is the nation's largest processor and
direct-to-store distributor of fluid milk marketed under more than 50 local
and regional dairy brands and private labels.  Fresh Dairy Direct also
distributes ice cream, cultured products, juices, teas, bottled water and
other products.  Dean Foods also holds a majority interest in WhiteWave, which
produces and sells an array of nationally and internationally branded
plant-based foods and beverages, coffee creamers and beverages, and premium
dairy products.  WhiteWave's brands - including Silk®, Horizon Organic®,
International Delight®, and LAND O LAKES® - are category leaders and consumer
favorites. Alpro is the pan-European leader in branded soy food and beverage
products with the Alpro® soya and Provamel® brands.  For more information
about Dean Foods, visit www.deanfoods.com.

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 The WhiteWave
Foods Company, as well as the potential reverse stock split.  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.  The reverse
stock split is subject to the existence of satisfactory market conditions,
completion of the spin-off and Dean Foods stockholder approval.  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 Dean Foods' most recent Annual Report on Form 10-K filed
with the SEC.  The forward-looking statements in this press release speak only
as of the date of this release.  Dean Foods 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: Corporate Communications, Liliana Esposito, +1-214-721-7766; or
Investor Relations, Barry Sievert, +1-214-303-3438

SOURCE Dean Foods Company

Website: http://www.deanfoods.com
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