Item 8.01 Other Events.
As previously announced, The WhiteWave Foods Company (the Company) entered into an Agreement and Plan of Merger, dated as of July 6, 2016 (the
Merger Agreement), by and among the Company, Danone S.A. (Danone) and July Merger Sub Inc. (Merger Sub), pursuant to which, among other things, it is proposed that Danone will acquire the Company for $56.25 per
share in an all-cash transaction in which the Company will merge with Merger Sub (the Merger).
In accordance with the Merger Agreement, each
of the Company and Danone has elected to extend the Long Stop Date under the Merger Agreement by 90 days to facilitate the completion of review of the transaction by the United States Department of Justice under the Hart-Scott-Rodino Antitrust
Improvements Act.
On December 16, 2016, the parties obtained regulatory clearance of the Merger from the European Commission.
The Company continues to expect closing to occur in first quarter 2017, though there can be no assurance regarding timing of completion of regulatory
processes.
FORWARD-LOOKING STATEMENTS
This document 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 estimate, expect, anticipate, project, plan,
intend, believe, forecast, foresee, likely, may, should, goal, target, might, will, could,
predict, and continue, the negative or plural of these words and other comparable 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 risk of stockholder litigation in connection with the contemplated transaction, and other risks and uncertainties described in the section Risk Factors in WhiteWaves recent annual report
on Form 10-K available on
www.whitewave.com
.