8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 5, 2017

The WhiteWave Foods Company
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-35708	46-0631061
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1225 Seventeenth Street, Suite 1000, Denver, Colorado		80202
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (303) 635-4500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On April 6, 2017, The WhiteWave Foods Company ("WhiteWave") issued a press release, attached as Exhibit 99, reporting that the U.S. District Court for the District of Columbia (the "Court") has signed an order allowing the closing of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of July 6, 2016 (the "Merger Agreement"), by and among WhiteWave, Danone S.A. ("Danone") and July Merger Sub Inc. ("Merger Sub"), pursuant to which, among other things, it is proposed that Danone will acquire WhiteWave for $56.25 per share in an all-cash transaction in which WhiteWave will merge with Merger Sub (the "Merger").

The Merger is expected to occur within five business days from the date of the Court’s order of April 5, 2017.

In accordance with the Merger Agreement, on April 6, 2017, each of WhiteWave and Danone elected to extend the Long Stop Date under the Merger Agreement to allow for the closing.

Item 9.01 Financial Statements and Exhibits.

Press release dated April 6, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The WhiteWave Foods Company
April 6, 2017	By:	/s/ Helen N. Kaminski
		Name: Helen N. Kaminski
		Title: Deputy General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99	Press release date April 6, 2017

EX-99

WHITEWAVE ANNOUNCES COURT ORDER
ALLOWING FOR COMPLETION OF MERGER WITH DANONE

Merger expected to be completed within five business days

DENVER, Colo. – April 6, 2017 – The U.S. District Court for the District of Columbia (the “Court”) has signed an order allowing The WhiteWave Foods Company (NYSE: WWAV) (“WhiteWave”) and Danone S.A. (“Danone”) to complete the planned merger of the two companies. WhiteWave expects the closing of Danone’s acquisition of WhiteWave to occur within five business days from the date of the Court’s order on April 5, 2017.

Each share of WhiteWave common stock issued and outstanding immediately prior to the effective time of the merger will automatically be cancelled and converted into the right to receive $56.25 in cash, without interest, less any applicable withholding taxes.

In accordance with the Agreement and Plan of Merger dated July 6, 2016 (the “Merger Agreement”), WhiteWave and Danone will extend the Long Stop Date under the Merger Agreement to allow for the completion of the merger.

ABOUT THE WHITEWAVE FOODS COMPANY
The 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
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 expected timeline for the completion of our merger with Danone S.A. and other statements that begin with words such as “believe,” “expect,” “estimates,” “intend,” “forecasts,” “projects” or “anticipate.” These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release. Completion of our contemplated merger with Danone S.A. is subject to the satisfaction of certain closing conditions, and we cannot be certain that we will be able to satisfy or obtain a waiver of the conditions. Any forward-looking statements in this press release speak only as of the date of this release. The company 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.

CONTACTS

Investor Relations:	Media:
Dave Oldani +1 (303) 635-4747	Molly Keveney +1 (303) 635-4529