Dean Foods (DF) Completes WhiteWave (WWAV) Spin-Off
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The WhiteWave Foods Company (NYSE: WWAV) today announced that Dean Foods Company (NYSE: DF) has completed the distribution to Dean Foods stockholders of a portion of its remaining equity interest in WhiteWave. After the close of business today, Dean Foods distributed an aggregate of 47,686,000 shares of WhiteWave Class A common stock and 67,914,000 shares of WhiteWave Class B common stock as a pro rata dividend on shares of Dean Foods common stock outstanding at the close of business on the record date of May 17, 2013.
Based on the shares of Dean Foods common stock outstanding as of May 17, 2013, the record date for the distribution, each share of Dean Foods common stock received 0.25544448 shares of WhiteWave Class A common stock and 0.36380189 shares of WhiteWave Class B common stock in the distribution.
Fractional shares of WhiteWave Class A common stock and WhiteWave Class B common stock were not distributed to Dean Foods stockholders. Instead, the fractional shares of WhiteWave Class A common stock and WhiteWave Class B common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to Dean Foods stockholders who would otherwise receive WhiteWave fractional shares. The spin-off was structured to qualify as a tax-free distribution to Dean Foods stockholders for U.S. federal tax purposes. Cash received in lieu of fractional shares will, however, be taxable. Dean Foods stockholders should consult their tax advisors with respect to U.S. federal, state, local and foreign tax consequences of the distribution.
Effective upon the distribution, the previously announced reduction in the voting rights of WhiteWave Class B common stock became effective. Each share of WhiteWave Class B common stock now is entitled to ten votes with respect to the election and removal of WhiteWave directors and one vote with respect to all other matters submitted to a vote of WhiteWave’s stockholders.
“As an independent company, The WhiteWave Foods Company is well positioned to grow and create shareholder value as a result of strong brand equity in on-trend categories,” said Gregg Engles, WhiteWave Chairman and CEO. “The spin-off will provide WhiteWave with greater flexibility to build its portfolio of great-tasting, nutritious and responsibly-produced products. We look forward to our future as an independent company with a clear strategy, a leading portfolio of trusted brands and a culture of continuous innovation.”
WhiteWave Class A common stock currently trades on the NYSE under the symbol “WWAV” and, beginning on May 24, 2013, WhiteWave Class B common stock will trade on the NYSE under the symbol “WWAV.B”.
Following the distribution, Dean Foods continues to own an approximate 19.9% economic interest in WhiteWave, which Dean Foods has stated that it expects to dispose of within 18 months after the distribution in one or more debt-for-equity exchanges or other tax-free dispositions.
Based on the shares of Dean Foods common stock outstanding as of May 17, 2013, the record date for the distribution, each share of Dean Foods common stock received 0.25544448 shares of WhiteWave Class A common stock and 0.36380189 shares of WhiteWave Class B common stock in the distribution.
Fractional shares of WhiteWave Class A common stock and WhiteWave Class B common stock were not distributed to Dean Foods stockholders. Instead, the fractional shares of WhiteWave Class A common stock and WhiteWave Class B common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to Dean Foods stockholders who would otherwise receive WhiteWave fractional shares. The spin-off was structured to qualify as a tax-free distribution to Dean Foods stockholders for U.S. federal tax purposes. Cash received in lieu of fractional shares will, however, be taxable. Dean Foods stockholders should consult their tax advisors with respect to U.S. federal, state, local and foreign tax consequences of the distribution.
Effective upon the distribution, the previously announced reduction in the voting rights of WhiteWave Class B common stock became effective. Each share of WhiteWave Class B common stock now is entitled to ten votes with respect to the election and removal of WhiteWave directors and one vote with respect to all other matters submitted to a vote of WhiteWave’s stockholders.
“As an independent company, The WhiteWave Foods Company is well positioned to grow and create shareholder value as a result of strong brand equity in on-trend categories,” said Gregg Engles, WhiteWave Chairman and CEO. “The spin-off will provide WhiteWave with greater flexibility to build its portfolio of great-tasting, nutritious and responsibly-produced products. We look forward to our future as an independent company with a clear strategy, a leading portfolio of trusted brands and a culture of continuous innovation.”
WhiteWave Class A common stock currently trades on the NYSE under the symbol “WWAV” and, beginning on May 24, 2013, WhiteWave Class B common stock will trade on the NYSE under the symbol “WWAV.B”.
Following the distribution, Dean Foods continues to own an approximate 19.9% economic interest in WhiteWave, which Dean Foods has stated that it expects to dispose of within 18 months after the distribution in one or more debt-for-equity exchanges or other tax-free dispositions.
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