DANONE : Major Step Towards Prompt Completion of the WhiteWave Acquisition

Press release - March 31st, 2017

Major Step Towards Prompt Completion of the WhiteWave Acquisition

Danone Reaches an Agreement with U.S. Department of Justice

Transaction Expected to Close Promptly

Paris, France - March 31st, 2017 - Danone has reached a major step towards the closing of the WhiteWave acquisition as it has reached an agreement in principle with the Antitrust Division of the United States Department of Justice ("DOJ").

As part of the agreement in principle, in order to facilitate the prompt closing of the WhiteWave acquisition, Danone has decided to sell one of its U.S. dairy subsidiaries, Stonyfield, in the months following the closing of the acquisition of WhiteWave. This move is expected to permit closing to occur shortly and will allow the company to proceed at the soonest with the integration and reap the full benefits of the announced synergies. While Stonyfield has been a valued part of Danone's portfolio and remains a highly attractive asset, its divestiture does not impact the strategic rationale or financial benefits of the WhiteWave acquisition. Stonyfield generated approximately $370 million in turnover in 2016.

As part of this announcement, Danone reconfirms the value creation expected from the transaction, which includes:

  • Significant run-rate EBIT synergies of $300 million by 2020;
  • Improvement of Danone's full year like-for-like sales growth profile by an extra +0.5% to +1%;
  • Accretion of EBIT margin from 2018; and
  • Solid EPS accretion from 2017 and above 10% based on run-rate synergies.

Emmanuel FABER, Chief Executive Officer of Danone, said: "As part of the agreement in principle with the DOJ, we made the strategic decision to divest Stonyfield as it allows us to take a major step towards completing the WhiteWave transaction expeditiously. This is a good outcome as it addresses the DOJ's concerns and enables Danone to shortly begin to capture the benefits of the combination, and the value creation announced last July."

"WhiteWave is expected to accelerate Danone's 2020 profitable growth journey, drive strong value creation and deliver attractive financial benefits, including an above 10% EPS accretion based on run-rate synergies. Through this perfect match, we will bring together complementary portfolios, including some of the fastest growing, health-focused categories that are strongly aligned with long term consumer trends. The combination will allow us to develop a world-leading dairy and plant-based food and beverage portfolio, with a full spectrum of better-for-you offerings, including protein-rich, organic, non-GMO and nutrient-dense choices. With this wider variety of great tasting products, we will reach more consumers and be able to play in more meal occasions and consumption moments like snacking and on-the-go. This acquisition will drive both our business performance and our Alimentation Revolution as we offer healthier and more sustainable eating and drinking options for consumers."

Through the WhiteWave transaction, Danone will strengthen and expand its position in resilient growth markets. Danone will notably double the size of its North America business to more than $6 billion in turnover, allowing the company to become a Top 15 Food & Beverage company in the US and the number one in refrigerated dairy (excluding cheese) in this key strategic geography. The transaction also offers the potential to broaden Danone's reach across geographies through new high growth categories in the future.

Emmanuel FABER continued: "While as part of our agreement with the DOJ, we have made the strategic decision to divest our Stonyfield business, we are proud of all that we have accomplished together. We are committed to finding the right partner to support Stonyfield growth journey in the future. In doing so we will attract more competition and capital into the U.S. organic segment, creating an opportunity for it to grow even faster."  

About Danone (www.danone.com)

Dedicated to bringing health through food to as many people as possible, Danone is a leading global food company built on four business lines: Fresh Dairy Products, Early Life Nutrition, Waters and Medical Nutrition. Through its mission and dual commitment to business success and social progress, the company aims to build a healthier future, thanks to better health, better lives and a better world, for all its stakeholders-its 100,000 employees, consumers, customers, suppliers, shareholders and all the communities with which it engages. Present in over 130 markets, Danone generated sales of approximately €22 billion in 2016. Danone's brand portfolio includes both international brands (Activia, Actimel, Danette, Danonino, Danio, evian, Volvic, Nutrilon/Aptamil, Nutricia) and local brands (Oikos, Prostokvashino, Aqua, Bonafont, Mizone, Blédina, Cow & Gate). Listed on Euronext Paris and on the OTCQX market via an ADR (American Depositary Receipt) program, Danone is a component stock of leading social responsibility indexes including the Dow Jones
Sustainability Indexes, Vigeo, the Ethibel Sustainability Index, MSCI Global Sustainability, MSCI Global SRI Indexes and the FTSE4Good Index.

Danone Media Relations U.S. media: Joele Frank,
Wilkinson Brimmer Katcher
Danone Investor Relations
Karen Couck - Global Director
External Communications
Matthew Gross - Director finance@danone.com
+33 1 44 35 20 76
Thomas Antoine - Corporate PR
 Senior Manager
+33 1 44 35 20 75

Forward-Looking Statements

This press release contains certain forward-looking statements, including within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify these forward-looking statements by forward-looking words, such as "estimate," "expect," "anticipate,"
"project," "plan," "intend," "believe," "forecast," "foresee," "likely," "may," "should," "goal," "seek," "target," "might," "will," "could," "predict," and "continue," the negative or plural of these words and other comparable terminology. Forward looking statements in this press release include, but are not limited to, statements regarding the expected timing of the completion of the pending transaction, Danone's operation of WhiteWave's business following completion of the
pending transaction, the expected benefits of the pending transaction, and the future operation, direction and success of WhiteWave's businesses. These forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated in these forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties as to the timing of the closing of the pending transaction; the terms of any settlement with the DOJ, the possibility that the closing conditions to the pending transaction may not be satisfied or waived; uncertainties as to the timing or ability to achieve the expected benefits of the transaction; and other risks and uncertainties described in the section "Risk Factors" in Danone's Registration Document (the current
version of which is available on www.danone.com) and in WhiteWave's recent annual report on Form 10-K available on www.whitewave.com. Subject to regulatory requirements, Danone does not undertake to publicly update or revise any of these forward-looking statements. This document does not constitute an offer to sell, or a solicitation of an offer to buy Danone shares.


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