September 30, 2016 4:01 AM 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, Chief Executive Officer and Chairman of Executive Committee
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

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.

Faruqi & Faruqi, LLP Files Class Action Lawsuit against The WhiteWave Foods Company

Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court for the District of Colorado, case no. 1:16-cv-02010, on behalf of shareholders of WhiteWave Foods Company who held WhiteWave securities on the record date, July 29, 2016, and have been harmed by WhiteWave's and its board of directors' alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the proposed sale of the Company to French company Danone S.A. On July 6, 2016, WhiteWave and Danone jointly announced that they had reached a definitive Agreement and Plan of Merger whereby WhiteWave will merge with and into Merger Sub, with WhiteWave surviving as a wholly-owned subsidiary of Danone. Pursuant to the terms of the Merger, which was unanimously approved by the Board, each issued and outstanding share of WhiteWave common stock will be cancelled and automatically converted into the right to receive $56.25 in cash. The complaint claims that this offer is inadequate in light of the Company's financial performance and strong growth prospects in recent quarters. The complaint alleges that the Schedule 14A Proxy Statement (the "Proxy") filed with the Securities and Exchange Commission ("SEC") on July 29, 2016 provides materially incomplete and misleading information about the Company and the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Proxy fails to provide WhiteWave's shareholders with material information concerning the financial and procedural fairness of the Proposed Transaction.

The WhiteWave Foods Company Announces Consolidated Unaudited Earnings Results for the Second Quarter and Six Months Ended June 30, 2016; Provides Earnings Guidance for the Year 2016

The WhiteWave Foods Company announced consolidated unaudited earnings results for the second quarter and six months ended June 30, 2016. For the quarter, the company reported operating income was $100,828,000 compared with $77,002,000 for the same period a year ago. Income before income taxes was $81,102,000 compared with $62,081,000 for the same period a year ago. Net income was $51,769,000 or $0.29 per diluted share compared with $37,444,000 or $0.21 per diluted share for the same period a year ago. Adjusted operating income was $104,063,000 compared with $84,777,000 for the same period a year ago. Adjusted net income was $55 million or $0.32 per diluted share against $44 million or $0.24 per diluted share for the same period a year ago. Adjusted EBITDA was $143 million against $115 million for the same period a year ago. Net sales for second quarter 2016 were $1.1 billion, a 14% increase from net sales of $924 million in second quarter 2015. These results were driven by strong organic growth in both the Americas and Europe segments, as well as contributions from acquisitions. For the six months, the company reported net sales of $2,089,343,000 compared with $1,834,773,000 for the same period a year ago. Operating income was $184,665,000 compared with $147,071,000 for the same period a year ago. Income before income taxes was $148,820,000 compared with $119,684,000 for the same period a year ago. Net income was $94,369,000 or $0.52 per diluted share compared with $70,791,000 or $0.39 per diluted share for the same period a year ago. Net cash provided by operating activities was $116,546,000 compared with $106,863,000 for the same period a year ago. Payments for property, plant, and equipment were $93,082,000 compared with $140,637,000 for the same period a year ago. Reflecting the company's second quarter 2016 results, management now expects constant currency adjusted diluted earnings per share of $1.43 to $1.46 for full year 2016, excluding investments in the China joint venture. Due to changes in current foreign exchange rates since providing its previous outlook having a negative impact to reported currency results, management continues to expect adjusted diluted earnings per share of $1.38 to $1.41 in reported currency for full year 2016, excluding investments in the China joint venture. The company expects net sales growth to be in the range of 10.5% to 11.5% in reported currency and 11% to 12% on constant currency, adjusted total operating income growth to be high teens to 20% on reported currency and low 20%, adjusted diluted earnings per share to be in the range of $1.32 to $1.35 on reported currency and $1.37 to $1.40 on constant currency.

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Recent Private Companies Transactions

Type
Date
Target
Merger/Acquisition
July 7, 2016
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