Dean Foods Completes WhiteWave Spinoff


Milk producer Dean Foodsannounced yesterday it had completed the spinoff of its organic foods division WhiteWave Foods by distributing 47.7 million shares of its Class A stock, and 67.9 million shares of its Class B stock.

Based on the shares of Dean Foods shares outstanding on May 17, each Dean Foods shareholder received 0.25544448 shares of WhiteWave Class A stock, and 0.36380189 shares of WhiteWave Class B stock for every share held. Fractional shares were not distributed. Instead, they'll be aggregated and sold in the open market, with the net proceeds distributed on a pro rata basis in the form of cash payments to stockholders who would have otherwise received WhiteWave's fractional shares.

Even with the spinoff complete, however, Dean continues to own a 19.9% economic interest in WhiteWave. It expects to dispose of its retained shares of WhiteWave Class A stock within 18 months of the distribution in debt-for-equity exchanges or other tax-free dispositions.

Dean Foods CEO Gregg Tanner said: "The successful completion of the spin-off of WhiteWave continues to unlock significant shareholder value and represents the final stage of our business separation strategy. We are well positioned to extend our advantages in the dairy industry, and the retention of a minority ownership interest in WhiteWave gives us the ability to monetize our shares in the future to further increase our financial strength."

J.P. Morgan acted as financial advisor to Dean Foods in connection with the spin-off of The WhiteWave Foods Company.

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