The Board of Dean Foods Company (NYSE:DF) announced the spin-off of 66.82% stake in The WhiteWave Foods Company (NYSE:WWAV) on May 1, 2013. Under the terms of the spin-off, Dean Foods Board of Directors has authorized the distribution to Dean Foods stockholders of an aggregate of 47.686 million shares of WhiteWave class A common stock and 67.914 million shares of WhiteWave Class B common stock. The distribution date for spin-off is scheduled to be May 23, 2013. On 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 number of shares of Dean Foods common stock outstanding as of March 31, 2013, Dean Foods estimates that each share of Dean Foods common stock will receive approximately 0.256 shares of WhiteWave class A common stock and approximately 0.364 shares of WhiteWave class B common stock in the distribution. The actual distribution ratios for the WhiteWave Class A common stock and the WhiteWave Class B common stock to be distributed per share of Dean Foods common stock will be determined based on the number of shares of Dean Foods common stock outstanding on the record date. In anticipation of the distribution, Dean Foods has informed WhiteWave that, prior to the distribution, Dean Foods will provide notice to WhiteWave of the conversion of 82.086 million shares of WhiteWave class B common stock owned by Dean Foods into 82.086 million shares of WhiteWave class A common stock, of which 47.686 million shares of WhiteWave class A common stock will be distributed by Dean Foods in the spin-off and 34.4 million shares of WhiteWave class A common stock will be retained by Dean Foods following the distribution. Dean Foods expects the conversion to be effective at the close of business on the distribution date immediately prior to the distribution. The Board of Directors of Dean Foods Company approved the spin-off. The Board of Directors of WhiteWave approved a reduction in the voting rights of WhiteWave class B common stock that will become effective upon the distribution. Dean Foods is also seeking stockholder approval to affect a reverse stock split of Dean Foods issued common stock by a ratio of not less than 1-for-2 and not more than 1-for-8, with the ratio and the implementation and timing of such reverse stock split to be determined in the discretion of the Board of Directors. The reverse stock split is conditioned upon completion of the distribution within the year prior to the effectiveness of the reverse stock split, as well as approval by Dean Foods stockholders. JPMorgan Chase & Co. acted as financial advisor for Dean Foods Company.
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