WWAV Whitewave Foods Company (The) (delisted)

The WhiteWave Foods Company (NYSE:WWAV) (the “Company”) announced today that holders of a majority in aggregate principal amount of its outstanding $500,000,000 5.375% Senior Notes due 2022 (the “2022 Notes”) have delivered valid consents  (the “Requisite Consents”) in connection with the Company’s previously announced consent solicitation for certain proposed amendments (the “Amendments”) to the indenture governing the 2022 Notes (the “Indenture”). The terms and conditions of the Amendments are set forth in the consent solicitation statement, dated November 14, 2016 (the “Statement”). The Solicitation Agents in connection with this consent solicitation are MUFG Securities Americas Inc. LLC, J.P. Morgan Securities and BNP Paribas Securities Corp.

The consent solicitation expired at 5:00 p.m., Eastern time, on November 21, 2016 (the “Expiration Date”), and revocation rights have been terminated. The Company will, subject to the satisfaction or waiver of certain conditions described in the Statement, including the closing of the Merger (as defined below), promptly pay to each holder of the 2022 Notes who delivered (and did not validly revoke) a valid consent in favor of the 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 “Consent Fee”).

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 made the consent solicitation at the request and expense of Danone.

Following receipt of the Requisite Consents, the Company and Wells Fargo Bank, National Association, as trustee under the Indenture (the “Trustee”), executed on November 21, 2016 a supplemental indenture incorporating the Amendments to the Indenture. The effectiveness of the Amendments is conditioned on the closing of the Merger and the payment of the Consent Fee to the paying agent described in the Statement for the benefit of each holder of 2022 Notes who delivered (and did not validly revoke) a valid consent in favor of the Amendments prior to the Expiration Date. Pursuant to the Amendments, Danone may elect to provide an unconditional guarantee (the “Danone Guarantee”) of the Company’s payment obligations under the Indenture and the 2022 Notes; provided, however, that Danone has no obligation to do so. If Danone provides the Danone Guarantee, 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 the Danone Guarantee is in force.  The Amendments also add provisions, in the event that Danone provides the Danone Guarantee, regarding the Danone Guarantee, 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 the Danone Guarantee.

Questions regarding the consent solicitation may be directed to the Solicitation Agents, MUFG Securities Americas Inc., Attention: Liability Management Group at (877) 744-4532 (toll free), (212) 405-7481 or +44 207-577-4048/4218 or J.P. Morgan Securities LLC, Attention: Liability Management at (866) 834-4666 (toll free) or (212) 834-3424, or the Information Agent and Tabulation Agent, Global Bondholder Services Corporation at at (866) 470-4500 (toll free) or (212) 430-3774 (banks and brokers).

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitation was made solely by the Statement and was subject to the terms and conditions stated therein.

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

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify these forward-looking statements by forward-looking words, such as "expect," "anticipate," "believe," "likely," "may," and "should," the negative or plural of these words and other similar terminology. Forward looking statements in this document include, but are not limited to, statements regarding the expected timing of the completion of the transaction. These forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in these forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties as to the timing of the contemplated merger; the possibility that the closing conditions to the contemplated merger may not be satisfied or waived; the effects of disruption caused by the announcement of the contemplated merger; the potential impact of stockholder litigation in connection with the contemplated transaction, and other risks and uncertainties described in the section "Risk Factors" in WhiteWave's recent annual report on Form 10-K available on www.whitewave.com.

Contacts:
Investor Relations:
Dave Oldani
303.635.4747

Media:
Molly Keveney
303.635.4529