WhiteWave Foods (WWAV) Shareholders Approve Danone Deal

October 4, 2016 4:21 PM EDT

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The WhiteWave Foods Company (NYSE: WWAV) announced that during a special stockholder meeting today the stockholders of the company approved the merger agreement under which Danone S.A. (“Danone”) will acquire all of the outstanding shares of WhiteWave. Stockholders also approved other proposals relating to the merger.

Holders of approximately 99 percent of shares present and voting at the meeting, representing approximately 78 percent of WhiteWave’s total outstanding shares, voted in favor of a proposal to approve the merger agreement. The final vote results will be reported in a Form 8-K that WhiteWave will file with the Securities and Exchange Commission.

“Today’s vote brings us one step closer to combining two strong, values-based, purpose-driven companies. We are grateful for the continued enthusiasm and support of the transaction by our stockholders,” said Gregg Engles, WhiteWave’s Chairman and Chief Executive Officer. “We believe that WhiteWave’s mission to change the way the world eats for the better dovetails nicely with Danone’s mission to bring health through food to as many people as possible. Danone is the ideal strategic partner to support our future and we remain excited about the opportunities this combination will create for WhiteWave’s employees, customers, vendors and partners.”

As originally announced on July 7, 2016, WhiteWave stockholders will receive $56.25 in cash for each share of WhiteWave common stock when the merger is completed.

The closing of the merger remains subject to the satisfaction of customary conditions, including the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) and approval of the merger by the European Commission pursuant to the EU Merger Regulation. On October 3, 2016, the United States Department of Justice (“DOJ”) issued a request for additional information, commonly known as a “second request,” which extends the HSR waiting period until the 30th calendar day after the date that both parties substantially comply with the second request, unless the waiting period terminates earlier. WhiteWave and Danone have been working with the European Commission and DOJ and continue to target closing the transaction by the end of 2016; however, there can be no assurance regarding timing of completion of regulatory approvals, which could delay timing of the closing.

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