Dallas-based Dean Foods Co. announced that its board of directors approved the distribution of a portion of its remaining equity interest in The WhiteWave Foods Co., Broomfield, Colo., to Dean Foods’ stockholders and has determined the approximate distribution ratios, record date and distribution date for the spin-off.
The Dean Foods board of directors authorized the distribution to Dean Foods stockholders of an aggregate of 47,686,000 shares of WhiteWave Class A common stock and 67,914,000 shares of WhiteWave Class B common stock on May 23, the distribution date, 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. Based on the number of shares of Dean Foods common stock outstanding as of March 31, 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.
"Following WhiteWave's successful initial public offering last year, our board's action today puts the spin-off of WhiteWave in motion," says Gregg Tanner, chief executive officer and director of Dean Foods. "The separation of WhiteWave from Dean Foods continues to unlock significant shareholder value and puts both companies on a path for future success in their respective businesses."
Fractional shares of WhiteWave Class A common stock and WhiteWave Class B common stock will not be 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 has been 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.
When the distribution is complete, Dean Foods will continue to own an interest in WhiteWave but will no longer own a controlling interest. Dean Foods expects to dispose of its retained shares of WhiteWave Class A common stock within 18 months of the distribution in one or more debt-for-equity exchanges or other tax-free dispositions.
Additionally, the Dean Foods board of directors accepted the resignations of Gregg Engles as chairman of the board and director, and Stephen Green, Joseph Hardin, Jr. and Doreen Wright as directors, effective immediately. In light of the resignations, the Dean Foods board of directors withdrew the nomination of Engles for re-election to the board of directors at the 2013 Annual Meeting of Stockholders of Dean Foods, and reduced the size of the board of directors from 12 members to eight. Engles currently serves as chairman and CEO of WhiteWave and will now turn his attention fully to his responsibilities at WhiteWave. Green, Hardin and Wright currently serve as directors of WhiteWave.
On May 1, Tom Davis was appointed to replace Engles as the chairman of the board of Dean Foods. Davis has served as an independent director of Dean Foods since 2001, and was serving as the lead director of the Dean Foods board of directors at the time of his appointment as chairman. He has more than 20 years of experience as an investment banker.