In a statement, Dean Foods revealed plans to distribute around 47.7m Class A shares and around 67.9m Class B shares in WhiteWave on 23 May 2013.
For each share of Dean Foods common stock, shareholders will receive around 0.256 Class A WhiteWave common stock, and 0.354 shares of Class B common stock.
The WhiteWave Foods Company manufactures a number of premium dairy products, coffee creamers, and plant-based food and beverage products. Its brand portfolio includes Horizon Organic, and Silk and Alpro soy milk.
Separation unlocks “significant shareholder value”
Once the share distribution is completed, Dean Foods will no longer own a controlling interest in WhiteWave.
“When the distribution is complete, Dean Foods will continue to own an interest in WhiteWave but will no longer own a controlling interest,” said the Dean Foods statement. “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.”
In October 2012, Dean Foods sold 12% of its shareholding in WhiteWave through an initial public offering (IPO).
Earlier this year, it revealed plans to retain up to 19.9% of shares in WhiteWave Foods. The company gave no reason for the decision at the time, but re-affirmed its plans to spin-off the majority of the business to shareholders in a tax-free transaction.
“Following WhiteWave’s successful public offering last year, our Board’s action today puts the spin-off of WhiteWave in motion,” said Dean Foods CEO and director, Gregg Tanner. “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.”
Engles resigns to focus on WhiteWave
Alongside its WhiteWave Foods announcement, Dean Foods also revealed the resignation of company chairman, Gregg Engles.
According to Dean Foods, Engles, who also currently serves as chairman and CEO of WhiteWave Foods, “will now turn his attention fully to his responsibilities at WhiteWave.”
“On behalf of the board of directors and the employees of Dean Foods, I want to thank Gregg Engles for all that he has done to build Dean Foods into the great company it is today,” said Tanner. “Over the last twenty years, Gregg has been the driving force behind efforts to reshape and modernise a centuries-old industry. His legacy will be felt and remembered for years to come.”
Tom Davies, who has served as an independent director of Dean Foods since 2001, has been appointed to replace Engles as Dean Foods chairman.
Company directors Stephen Green, Joseph Hardin Jnr. And Doreen Wright also tended their resignation from Dean Foods board alongside Engles. All three currently serve on the WhiteWave Foods board.