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) |
Registrants 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
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Name: Helen N. Kaminski | ||||
Title: Deputy General Counsel and Corporate Secretary |
Exhibit Index
Exhibit No. | Description | |
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99
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Press release date April 6, 2017 |
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 Danones acquisition of WhiteWave to occur within five business days from the date of the Courts 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 Companys
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 OLakes, 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:
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Media: | |
Dave Oldani +1 (303) 635-4747 |
Molly Keveney +1 (303) 635-4529 |