January 20, 2017 8:48 PM ET

Food Products

Company Overview of The WhiteWave Foods Company

Company Overview

The WhiteWave Foods Company, a consumer packaged food and beverage company, manufactures, markets, distributes, and sells branded plant-based foods and beverages, coffee creamers and beverages, dairy products and organic salads, and fruits and vegetables in North America and Europe. It operates through three segments: Americas Foods & Beverages, Americas Fresh Foods, and Europe Foods & Beverages. The Americas Foods & Beverages segment offers plant-based foods and beverages, such as soymilk, almond milk, coconut and cashew milk, ice cream and frozen novelty products, plant-based yogurts, and Vega plant-based nutritional products under the Silk and So Delicious brands; dairy products, includin...

1225 Seventeenth Street

Suite 1000

Denver, CO 80202

United States

5,300 Employees

Phone:

303-635-4500

Key Executives for The WhiteWave Foods Company

Chairman and Chief Executive Officer
Age: 58
Total Annual Compensation: $1.1M
Chief Operating Officer
Age: 50
Total Annual Compensation: $650.0K
U.S. Group President for Americas Foods & Beverages
Age: 50
Total Annual Compensation: $550.0K
President of Europe Foods & Beverages
Age: 57
Total Annual Compensation: $504.1K
Compensation as of Fiscal Year 2015.

The WhiteWave Foods Company Key Developments

The WhiteWave Foods Company Announces Commencement of Consent Solicitation

The WhiteWave Foods 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 the satisfaction or waiver of all conditions to the consent solicitation and 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.

WhiteWave Foods Company Reports Unaudited Consolidated Financial Results for the Third Quarter and Nine Months Ended September 30, 2016; Provides Earnings Guidance for Full Year of Fiscal 2016

The WhiteWave Foods Company reported unaudited consolidated financial results for the third quarter and nine months ended September 30, 2016. Net sales for third quarter 2016 were $1.1 billion, a 5% increase from net sales of $1.0 billion in third quarter 2015. These results were driven by organic growth and acquisitions within the last year, partially offset by Fresh Foods platform results and unfavorable currency impacts. Reported operating income for third quarter 2016 increased 17% to $109 million compared to third quarter 2015, and on an adjusted basis increased 14% to $117 million, compared to $102 million in third quarter 2015. On a constant currency basis, adjusted operating income increased 19% in third quarter 2016 over the same period in 2015, with over 125 basis points of operating margin expansion. Operating income was $109.327 million against $93.112 million a year ago. Income before income taxes was $89.732 million against $74.584 million a year ago. Net income was $58.037 million or $0.32 diluted per share against $50.022 million or $0.28 diluted per share a year ago. Adjusted income before income taxes was $98.062 million against $86.390 million a year ago. Adjusted net income was $64.086 million or $0.35 diluted per share against $56.706 million or $0.31 diluted per share a year ago. EBITDA was $140.905 million against $119.170 million a year ago. Adjusted EBITDA was $154.427 million against $134.976 million a year ago. For the nine-month period, the company reported net sales were $3,142.941 million against $2,838.661 million a year ago. Operating income was $293.992 million against $240.184 million a year ago. Income before income taxes was $238.552 million against $194.267 million a year ago. Net income was $152.406 million or $0.84 diluted per share against $120.813 million or $0.67 diluted per share a year ago. Net cash provided by operating activities was $206.989 million against $169.045 million a year ago. Payments for property, plant, and equipment were $167.726 million against $196.896 million a year ago. Adjusted operating income was $311.088 million against $261.895 million a year ago. Adjusted income before income taxes was $260.305 million against $223.320 million a year ago. Adjusted net income was $167.916 million or $0.93 diluted per share against $139.281 million or $0.77 diluted per share a year ago. EBITDA was $385.875 million against $310.295 million a year ago. Adjusted EBITDA was $431.698 million against $359.200 million a year ago. For full year 2016, management now expects total adjusted operating income growth of 16% to 18% in reported currency due to negative currency movements since last providing its outlook. The company continues to expect strong adjusted operating income growth for 2016 from the benefits of increased internal production capacity, cost reduction initiatives, further scale leverage, and increasing profit contributions from completed acquisitions while maintaining high levels of marketing investments. The company continues to expect adjusted operating income growth of 21% to 23% on a constant currency basis. Based on year-to-date results and negative exchange rate movements since its last outlook, management now expects adjusted diluted earnings per share of $1.36 to $1.38 in reported currency for full year 2016, excluding investments in the China joint venture. Management now expects constant currency adjusted diluted earnings per share of $1.43 to $1.45 for full year 2016, excluding investments in the China joint venture. Net sales growth was + 8.5% to - 9.5% on reported currency and + 9.5% to - 10.5% on constant currency.

Robbins Geller Rudman & Dowd LLP Files Class Action Suit against The WhiteWave Foods Company

Robbins Geller Rudman & Dowd LLP announced that a class action has been commenced by an institutional investor on behalf of holders of The WhiteWave Foods Company common stock on August 25, 2016, in connection with the acquisition of WhiteWave by Danone S.A. and certain of its subsidiaries. This action was filed in the District of Colorado and is captioned City of Dearborn Heights Act 345 Police & Fire Retirement System versus The WhiteWave Foods Company, et al., No. 16-cv-2355. The complaint charges WhiteWave, its Board of Directors and Danone with breaches of fiduciary duty, aiding and abetting breaches of fiduciary duty and/or violations of the Securities Exchange Act of 1934 arising out of defendants' efforts to complete the sale of WhiteWave to Danone pursuant to an unfair process and for an unfair price. On July 7, 2016, WhiteWave and Danone announced they had entered into an Agreement and Plan of Merger, pursuant to which WhiteWave stockholders will receive $56.25 in cash for each share of WhiteWave stock they hold. The Merger Agreement provides that a Danone subsidiary will merge with and into WhiteWave, with WhiteWave continuing as the surviving corporation and becoming a direct or indirect wholly-owned subsidiary of Danone. On August 15, 2016, WhiteWave announced that the stockholder vote on the Proposed Acquisition will be held on October 4, 2016. The complaint alleges that in an attempt to secure shareholder support for the Proposed Acquisition, on July 29, 2016, defendants issued a materially false and misleading Preliminary Proxy Statement on Schedule 14A. The Proxy, which recommends that WhiteWave shareholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information about the unfair sales process for the Company, conflicts of interest that corrupted the sales process, the unfair consideration offered in the Proposed Acquisition and the actual intrinsic value of the Company on a standalone basis and as a merger partner for Danone, in contravention of §§14(a) and 20(a) of the 1934 Act and/or defendants' fiduciary duty of disclosure under state law. The omitted and/or misrepresented information is material to the impending decision of WhiteWave shareholders on whether or not to vote in favor of the Proposed Acquisition. Plaintiff seeks injunctive relief on behalf of holders of WhiteWave common stock on August 25, 2016. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.

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Recent Private Companies Transactions

Type
Date
Target
Merger/Acquisition
July 7, 2016
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