WWAV Whitewave Foods Company (The) (delisted)

Projected Financial Information

WhiteWave does not, as a matter of course, publicly disclose long-term projections as to future financial performance due to, among other reasons, the unpredictability of the underlying assumptions and estimates, though WhiteWave has in the past provided investors with quarterly and full-year financial guidance which may cover areas such as net sales, adjusted operating income, and adjusted diluted earnings per share, among other items, which it may update from time to time during the relevant year. However, in connection with the evaluation of the proposed merger, WhiteWave provided its board of directors, Danone and their respective advisors with certain non-public, unaudited prospective financial information prepared by WhiteWave’s management for the years 2016-2018, as summarized below, which we refer to as the “Management Forecasts.” In addition, in connection with Goldman Sachs’ financial analyses, certain extrapolations of the financial information in the Management Forecasts were prepared by WhiteWave’s management (the “Extrapolations”) and provided to WhiteWave’s board of directors but not to Danone and used by Goldman Sachs in connection with its financial analyses summarized under “— Opinion of WhiteWave ’ s Financial Advisor ” . The Management Forecasts and the Extrapolations are referred to together herein as the “Forecasts.”

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The Forecasts were not prepared with a view to public disclosure and are included in this proxy statement only because such information was made available as described above. The Forecasts were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to as GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The Forecasts included in this proxy statement have been prepared by, and are the responsibility of, WhiteWave’s management. The Forecasts were prepared solely for the internal use of WhiteWave and are subjective in many respects.

Although a summary of the Forecasts is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by WhiteWave’s management, which it believes were reasonable at the time the Forecasts were prepared, taking into account the relevant information available to management at such time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Forecasts not to be achieved include general economic conditions, accuracy of certain accounting assumptions, timing of business investments, changes in actual or projected cash flows, competitive pressures and changes in tax or other laws or regulations. In addition, the Forecasts do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. As a result, there can be no assurance that the Forecasts will be realized, and actual results may be materially better or worse than those contained in the Forecasts. The inclusion of this information should not be regarded as an indication that the WhiteWave board of directors, WhiteWave’s management team, Goldman Sachs or any other recipient of this information considered, or now considers, the Forecasts to be material information of WhiteWave, or predictive of actual future results nor should it be construed as financial guidance, and it should not be relied upon as such. The summary of the Forecasts is not included in this proxy statement in order to induce any stockholder to vote in favor of the proposal to adopt the merger agreement or any of the other proposals to be voted on at the special meeting or to influence any stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to the shares of WhiteWave’s common stock.

The Forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding WhiteWave contained in WhiteWave’s public filings with the SEC. The Forecasts were reviewed by WhiteWave’s management with, and considered by, WhiteWave’s board of directors in connection with its evaluation and approval of the merger.

The Forecasts are forward-looking statements. For information on factors that may cause WhiteWave’s future results to materially vary, see “Forward-Looking Statements” beginning on page 18.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility to update or otherwise revise the Forecasts to reflect circumstances existing after the date when WhiteWave prepared the Forecasts or to reflect the occurrence of future events or changes in general economic of industry conditions, even in the event that any of the assumptions underlying the Forecasts are shown to be in error.

In light of the foregoing factors and the uncertainties inherent in the Forecasts, stockholders are cautioned not to rely on the Forecasts included in this proxy statement.

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Certain of the measures included in the Forecasts may be considered non-GAAP financial measures, as noted below. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by WhiteWave may not be comparable to similarly titled amounts used by other companies.

Source: WhiteWave management.

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Interests of the Company’s Directors and Executive Officers in the Merger

The Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. WhiteWave’s board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement. These interests are described below. For purposes of each of WhiteWave agreements described below, the completion of the merger will constitute a “change in control,” “change of control” or term of similar meaning with respect to WhiteWave.

In addition, Danone has stated that after the closing of the transaction, Danone intends to submit to its next shareholders’ meeting a resolution appointing Gregg L. Engles, WhiteWave’s Chairman and Chief Executive Officer, to the board of directors of Danone.

Treatment of Outstanding Equity and Equity-Based Awards

The merger agreement provides that, at the effective time of the merger:

Quantification of Outstanding Equity and Equity-Based Awards

The table below sets forth the estimated amounts that each WhiteWave director and executive officer would be eligible to receive (without subtraction of applicable withholding taxes) in connection with the merger with regard to each unvested Company Stock Award held by the director or executive officer, assuming completion of the merger occurs on August 30, 2016, the latest practicable date before the filing of this proxy statement. For the purposes of this table, (i) it is assumed that Company Performance Share Unit Awards will vest in full based on actual achievement of maximum performance and (ii) the number of outstanding Company Stock Awards is based on the number of outstanding Company Stock Awards held by each director and executive officer as of August 30, 2016. Depending on when the merger is completed, certain outstanding awards shown in the table

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below may become vested in accordance with their terms prior to the completion of the merger or, in the case of Company Options, may be exercised by the director or executive officer prior to the completion of the merger. Further information regarding the named executive officers may be found in the section entitled “ The Merger — Interests of Our Directors and Executive Officers in the Merger — Quantification of Potential Payments to Named Executive Officers in Connection with the Merger ” beginning on page 48.

Payments to Executives upon Termination Following Change in Control

Executive Officer Severance

Each of WhiteWave’s current executive officers is eligible to receive severance payments and benefits upon a qualifying termination of employment that occurs during a specified period after the completion of the merger in accordance with the terms of the executive officer’s change in control agreement (or under his employment agreement, in the case of Mr. Deryckere). The receipt of such severance payments and benefits is conditioned upon the executive officer’s execution of a general release of claims in favor of WhiteWave. Each executive officer will also receive his vested benefits under the Supplemental Executive Retirement Plan (“SERP”) and the Executive Deferred Compensation Plan (“EDCP”) within thirty days following the completion of the merger, pursuant to the respective terms of such plans.

Mr. Bernard Deryckere

Under his existing agreement, upon a termination of his employment for any reason other than for “serious cause” as defined in Article 35 of the Belgium Employment Contracts Act, Mr. Deryckere would be entitled to receive notice equal to 24 months, or pay in lieu of such notice, calculated by multiplying his current salary,

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bonus and all other compensation and benefits (including life, death and invalidity insurance coverage and car allowance) payable to him in the 12 months prior to his termination of employment. Mr. Deryckere would also be entitled to receive a prorated bonus based on the greater of target performance and actual performance for the portion of the year served prior to the termination. In addition, if WhiteWave terminates Mr. Deryckere’s employment without “serious cause,” or Mr. Deryckere terminates his employment for “good reason,” Mr. Deryckere would be entitled to an additional amount of fixed damages equal to 12 months of the salary, bonus, incentives and benefits noted above. “Good reason” is defined as (A) a material reduction in annual base salary, target annual bonus opportunity or the aggregate value of benefits, (B) a material reduction in the scope of duties or (C) the relocation of his principal place of employment more than 50 miles from the prior location. The agreement contains standard two-year non-compete and non-solicitation provisions, in consideration for which WhiteWave must pay Mr. Deryckere a lump sum amount equal to one-half of the compensation that he would have earned over the non-compete period, unless the non-compete is waived by WhiteWave.

Other Executive Officers

The executive officers, other than Mr. Deryckere, have entered into change in control agreements that provide for severance benefits payable in the event of a termination of the executive’s employment in the circumstances described below, subject to the execution of a general release of claims. In the event of a qualifying termination (as defined below), each executive officer will receive (i) a lump sum cash payment equal to three times the sum of his annual base salary plus his target bonus for the year in which the termination occurs, (ii) a prorated bonus based on the greater of target performance and actual performance for the portion of the year served prior to the termination and (iii) a lump sum cash payment equal to the sum of his unvested account balance under the Company’s 401(k) plan, if any, and three times the aggregate matching contributions payable in respect of his contributions into the 401(k) plan for the last completed calendar year, which, in each case, generally will be paid within 60 days following the executive officer’s termination. In addition, the Company will continue to provide disability and life insurance and medical coverage benefits to each of the Company’s executive officers for two years and will provide outplacement benefits up to a maximum value of $50,000.

A qualifying termination means a termination of employment by WhiteWave or its successor without cause, or by the executive officer with good reason, within thirteen months following a change in control. Pursuant to the agreements, “cause” means the executive officer’s: (i) willful and intentional material breach of the change in control agreement, (ii) willful and intentional misconduct or gross negligence in the performance of, or willful neglect of, the executive officer’s duties which has caused material injury (monetary or otherwise) to WhiteWave (iii) material breach of WhiteWave’s Code of Ethics or (iv) conviction of, or plea of nolo contendere to, a felony. “Good reason” means any of the following occurring within thirteen months following a change in control: (A) any material reduction in the amount of the executive officer’s base salary and target bonus or other incentive compensation opportunities or significant reduction in the aggregate value of benefits, in each case unless generally applicable to similarly situated employees of WhiteWave, (B) removal of the executive officer from such executive officer’s position with the ultimate parent of the business of WhiteWave or any other significant reduction in the nature or status of his duties or responsibilities, (C) transfer of the executive officer’s principal place of employment to a location that is more than 50 miles from such principal place of employment immediately prior to the change in control or (D) the failure of the successor company to assume the obligations under the agreement. The agreements contain standard two-year non-compete, non-solicitation and non-disparagement provisions and a requirement to not divulge WhiteWave’s confidential information at any time following the termination of the executive officer’s employment.

Mr. Kelly Haecker

Although Mr. Haecker ceased serving as an executive officer as noted on page 45, he remains an employee of the Company and his change in control agreement remains in effect. In connection with the merger, the Company and Mr. Haecker entered into a letter agreement on August 5, 2016, which amends his change in control agreement. Pursuant to the letter agreement, if a change in control of the Company occurs within twelve (12)

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months after the date of the letter agreement, Mr. Haecker will be eligible to receive benefits under his change in control agreement if he resigns from his employment within thirty (30) days after the consummation of the change in control, provided that he remains employed by the Company and continues to provide assistance with transitional matters through the consummation of the change in control.

Quantification of Severance to Executive Officers

The following table summarizes the cash severance payments that each executive officer would be entitled to receive under the arrangements described in this “Payments to Executives upon Termination Following Change in Control” section, assuming that the completion of the merger occurs on August 30, 2016, the latest practicable date prior to the filing of this proxy statement, and that each executive officer experiences a simultaneous qualifying termination of employment. The estimates in the following table are based on compensation levels and benefit plans in effect as of August 30, 2016, which may be subject to change prior to the completion of the merger.

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Golden Parachute Excise Tax Mitigation

Under the merger agreement, WhiteWave may, in consultation with Danone, accelerate the payment of incentive compensation to executive officers and accelerate the settlement of Company Stock Awards held by executive officers so that they are paid or settled in 2016 for tax planning purposes with respect to Sections 280G and 4999 of the Code.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, members of the WhiteWave board of directors and executive officers of WhiteWave will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Indemnification and Insurance” beginning on page 63.

Quantification of Potential Payments to Named Executive Officers in Connection with the Merger

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the estimated amounts of compensation that is based on or otherwise relates to the merger that may become payable or realized by each of the Company’s named executive officers, assuming that the completion of the merger occurs on August 30, 2016, and that each named executive officer experiences a simultaneous qualifying termination of employment.

The Company’s named executive officers for purposes of the table below are (i) Mr. Engles, Chairman of the Board and Chief Executive Officer; (ii) Mr. Haecker, the Company’s former Executive Vice President and Chief Financial Officer who remains employed by the Company in a non-executive capacity; (iii) Mr. McPeak, Executive Vice President and Chief Operating Officer; (iv) Mr. Yost, Executive Vice President and U.S. Group President, Americas Foods and Beverages; and (v) Mr. Deryckere, Executive Vice President and President, Europe Foods & Beverages.

The amounts in the table below do not include amounts that were or would be vested as of August 30, 2016, (including the vested benefits payable pursuant to the terms of the SERP and EDCP), amounts that may be granted following the date of this proxy statement, or amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of executive officers and that are available generally to all of the salaried employees of the Company. In addition, the amounts indicated below are estimates of amounts that would be payable to the named executive officers and the estimates are based on multiple assumptions that may not prove correct, including assumptions described in this proxy statement. Accordingly, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below.

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The amounts shown in column (b) include the following value of cash severance payments that each named executive officer would otherwise be entitled to receive upon a qualifying termination, without regard to whether the merger occurs: $5,040,000 for Mr. Engles, $1,700,000 for Mr. Haecker, $2,700,000 for Mr. McPeak, $3,680,543 for Mr. Deryckere and $2,035,000 for Mr. Yost. Except for Mr. Haecker, the severance amounts under this column are all “double trigger” in nature, which means that payment of these amounts is conditioned upon a qualifying termination of employment on or after the completion of the merger. Pursuant to a letter agreement entered into between Mr. Haecker and the Company on August 5, 2016, Mr. Haecker’s severance amounts are “single trigger” in nature because he will be eligible to receive such amounts if he resigns within thirty (30) days after the merger, subject to the terms and conditions therein. Additional information regarding the cash severance, may be found in the section entitled “ The Merger — Interests of Our Directors and Executive Officers in the Merger — Payments to Executives upon Termination Following Change in Control ” beginning on page 45.

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Financing

The merger is not conditioned upon receipt of financing by Danone. The acquisition of WhiteWave is expected to be funded by third-party debt financing. Danone and Merger Sub have represented to the Company that they will have sufficient funds at the closing of the merger to pay all cash amounts required to be paid by Danone and Merger Sub under the merger agreement.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the material U.S. federal income tax consequences of the merger that are relevant to holders of shares of WhiteWave common stock whose shares are converted into the right to receive cash pursuant to the merger. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service, which we refer to as the “IRS,” and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the conclusions set forth herein. This discussion is limited to holders who hold their shares of WhiteWave common stock as “capital assets” within the meaning of the Code (generally, property held for investment purposes). This summary does not describe any of the tax consequences arising under the laws of any state, local or foreign tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., state, gift or alternative minimum tax or the Medicare net investment income surtax). In addition, this summary does not address the U.S. federal income tax consequences to holders of shares who exercise appraisal rights under Delaware law. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

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This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, including:

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of WhiteWave common stock, the tax treatment of a person treated as a partner in such partnership for U.S. Federal income tax purposes will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding the shares of WhiteWave common stock and partners therein should consult their tax advisors regarding the consequences of the merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of WhiteWave common stock who or that is, for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of WhiteWave common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the merger. A U.S. Holder’s adjusted tax basis generally will equal the

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amount that such U.S. Holder paid for the shares. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder. There are limitations on the deductibility of capital losses. If a U.S. holder acquired different blocks of common stock at different times and different prices, such U.S. holder must determine its adjusted tax basis, gain or loss and holding period separately with respect to each block of common stock. Additionally, certain non-corporate U.S. Holders may also be subject to a 3.8% Federal surtax on “net investment income” as defined in Section 1411 of the Code, which may include capital gain on shares surrendered pursuant to the merger.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of WhiteWave common stock who or that is not a U.S. Holder or an entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax purposes.

Any gain realized by a Non-U.S. Holder pursuant to the merger generally will not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Information reporting and backup withholding may apply to the proceeds received by a holder pursuant to the merger. Backup withholding generally will not apply to (i) a U.S. Holder that (A) furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on a properly completed IRS Form W-9 (or a substitute or successor form) or (B) otherwise establishes an exemption from backup withholding, or (ii) a Non-U.S. Holder that (A) provides a certification of such holder’s foreign status on a properly completed appropriate series of IRS Form W-8 (or a substitute or successor form) or (B) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS in a timely manner.

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Regulatory Clearances

Required Approvals

The merger agreement is subject to the expiration or termination of all applicable waiting periods under the HSR Act, approval under the EU Merger Regulation, and all other clearances or approvals under applicable antitrust laws.

WhiteWave and Danone filed their respective HSR Act notifications on August 1, 2016. As is customary in transactions of this type, the United States Department of Justice (“DOJ”) has commenced an investigation of the merger. On August 17, 2016, Danone notified the DOJ that Danone intends to withdraw voluntarily its HSR Act notification on August 31, 2016 and to refile it on September 2, 2016 to provide the DOJ with additional time for review.

The parties have commenced prefiling consultations with the staff of the European Commission. We understand that Danone expects to make the required notification under the EU Merger Regulation in September.

On August 18, 2016 WhiteWave and Danone submitted a joint request for issuance of an advance ruling certificate from the Canadian Commissioner of Competition, which included a request for a waiver of the parties’ notification requirement.

We are not aware of any other clearances or approvals required under applicable antitrust laws.

Commitments to Obtain Approvals

WhiteWave and Danone have agreed to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable law to consummate the merger, including divestitures of assets or businesses in order to avoid or eliminate impediments to the merger under antitrust law, provided that such actions are conditioned on the consummation of the merger. However, under no circumstances is Danone required, or WhiteWave permitted, to take, any actions that would, collectively, reasonably be expected to be material to Danone after giving effect to the merger (assuming Danone and its subsidiaries, taken as a whole, after giving effect to the merger, are the size of WhiteWave prior to giving effect to the merger).

Delisting and Deregistration of WhiteWave common stock

If the merger is completed, WhiteWave common stock will be delisted from the NYSE and deregistered under the Exchange Act.

Litigation Relating to the Merger

On July 12, 2016, Kenneth Bottesi, a purported stockholder of WhiteWave, filed a putative class action lawsuit in the District Court for the City and County of Denver, Colorado, against WhiteWave, its directors, Danone, and Merger Sub, challenging the proposed merger between WhiteWave and Danone ( Bottesi v. The WhiteWave Foods Co., et al. ). The complaint alleges that the directors of WhiteWave breached their fiduciary duties in connection with the proposed merger by, among other things, agreeing to an allegedly unfair and inadequate price, agreeing to deal protection devices that allegedly preclude other potential bidders from making competing bids for WhiteWave, and allegedly failing to protect against certain purported conflicts of interest in connection with the proposed merger. The complaint further alleges that WhiteWave, Danone, and Merger Sub aided and abetted the directors’ alleged breaches of fiduciary duty. The complaint seeks, among other things, to enjoin the consummation of the proposed merger and attorneys’ and experts’ fees.

As of August 26, 2016, five (5) putative class action lawsuits have been filed in the United States District Court for the District of Colorado, each asserting a claim for violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9 against WhiteWave and its directors and a claim for violations of Section 20(a) of the Exchange

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Act against the WhiteWave Board of Directors ( Malkoff v. Engles, et al. , Vanden Berge v. Engles, et al. , McDonald v. The WhiteWave Foods Company, et al. , Gilhousen v. Engles, et al. and Louie v. The WhiteWave Foods Company, et al. ). One lawsuit also asserts a claim under Section 20(a) against Danone and Merger Sub ( Louie v. The WhiteWave Foods Company, et al. ). The complaints allege, among other things, that WhiteWave and its board of directors disseminated a materially misleading proxy statement. The complaints seek to enjoin the consummation of the proposed merger and an award of unspecified damages, costs and attorneys’ and experts’ fees.

On August 16, 2016, plaintiffs in the Malkoff , Vanden Berge , McDonald , and Gilhousen actions filed a motion to consolidate the four then-pending actions and to appoint interim lead counsel and liaison counsel. On August 18, 2016, plaintiff in the Malkoff action filed a motion for preliminary injunction seeking to enjoin the stockholder vote on the proposed merger and to compel WhiteWave to make additional disclosures in connection with the proposed merger. On August 23, 2016, the court ordered that the Malkoff , Vanden Berge , McDonald , and Gilhousen actions be consolidated, but held in abeyance plaintiffs’ request to appoint interim lead counsel and liaison counsel.

We believe these lawsuits have no merit.

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THE MERGER AGREEMENT

Below is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the merger agreement, and the copy of the merger agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the merger agreement and are not intended to provide any factual information about WhiteWave or modify or supplement any factual disclosures about WhiteWave in its public reports filed with the SEC. Any material facts in WhiteWave’s public reports previously filed with the SEC that are incorporated by reference into this proxy statement that contradict the factual disclosures about WhiteWave contained in the representations and warranties in the merger agreement shall modify such factual disclosures. In particular, the merger agreement and the related summary are not intended to be disclosures regarding any facts and circumstances relating to WhiteWave. The merger agreement contains representations and warranties by, and covenants of, WhiteWave, Danone and Merger Sub that were made only for purposes of the merger agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in WhiteWave’s public disclosures. Investors are not third-party beneficiaries under the merger agreement.

Additional information about WhiteWave may be found elsewhere in this proxy statement and WhiteWave’s other public filings. See “ Where You Can Find Additional Information .”

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

At the effective time of the merger, Merger Sub will merge with and into WhiteWave and the separate corporate existence of Merger Sub will cease. WhiteWave will be the surviving corporation in the merger and will continue its corporate existence as an indirect wholly owned subsidiary of Danone. At the effective time of the merger, all of the property, rights, privileges, powers and franchises of WhiteWave and Merger Sub shall vest in the surviving corporation, and all debts, liabilities and duties of WhiteWave and Merger Sub shall become the debts, liabilities and duties of the surviving corporation, all as provided under the DGCL. The certificate of incorporation and bylaws of Merger Sub that are in effect immediately prior to the effective time of the merger will become the certificate of incorporation and bylaws of the surviving corporation until thereafter amended in accordance with its terms and the DGCL, although the certificate of incorporation and bylaws will be amended to reflect the name of the surviving corporation as The WhiteWave Foods Company and, if necessary, be amended to maintain indemnity provisions contained in WhiteWave’s current certificate of incorporation and bylaws.

Subject to applicable law, the directors of Merger Sub immediately prior to the effective time shall be the initial directors of the surviving corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. The officers of Merger Sub immediately prior to the effective time shall be the initial officers of the surviving corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

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When the Merger Becomes Effective

The closing of the merger will take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York at 10:00 a.m., New York City time, the fifth business day (or other date agreed by the parties) after the satisfaction or waiver of the last of the closing conditions set forth in the merger agreement (other than any such conditions that by their nature are to be satisfied by action taken at or immediately prior to the closing, but subject to the satisfaction or waiver of such conditions at the closing), unless another time, date or place is agreed to in writing by WhiteWave and Danone.

On the closing date of the merger, the parties will cause a certificate of merger to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL. The merger shall become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or on such later date and time as shall be agreed to by the parties and specified in the certificate of merger.

Effect of the Merger on WhiteWave common stock

As of the effective time of the merger, each share of WhiteWave common stock outstanding immediately prior to the effective time of the merger (other than shares owned or held in treasury by WhiteWave or any direct or indirect wholly owned subsidiary of WhiteWave and shares owned by Danone or any direct or indirect wholly owned subsidiary of Danone (including Merger Sub) and other than shares with respect to which the WhiteWave stockholder has properly exercised its appraisal rights) will be cancelled and automatically converted into the right to receive $56.25 in cash, without interest, and subject to any applicable withholding taxes.

As of the effective time of the merger, each share held by Danone, Merger Sub, WhiteWave (including shares held in treasury by WhiteWave) or any of their respective wholly owned subsidiaries immediately prior to the effective time of the merger shall be cancelled without any conversion thereof and no consideration shall be delivered with respect thereto.

As of the effective time of the merger, each share of Merger Sub common stock outstanding immediately prior to the effective time of the merger shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving corporation and shall constitute the only outstanding shares of capital stock of the surviving corporation.

Treatment of Company Equity Awards

The merger agreement provides that, at the effective time of the merger:

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Prior to the effective time of the merger, Danone will appoint a paying agent reasonably acceptable to the Company. As of the effective time of the merger, Danone will deposit, or will have taken all steps necessary to enable and cause the surviving corporation to deposit, with the paying agent the aggregate merger consideration to be paid in respect of the shares of WhiteWave common stock pursuant to the merger agreement. Promptly after the effective time of the merger, Danone will send, or will cause the paying agent to send, to each record holder of shares of WhiteWave common stock that were converted into the right to receive the merger consideration, a letter of transmittal and instructions for use in such payment.

Promptly upon surrender of a certificate or book-entry share, as applicable, to the paying agent together with the letter of transmittal, duly completed and validly executed, the holder of such certificate or book-entry share will be entitled to receive the merger consideration (less any amount that may be withheld with respect to any applicable withholding taxes) for each share of WhiteWave common stock formerly represented by the certificate or book-entry share. No interest will be paid or accrued on the cash payable upon the surrender or transfer of such certificate.

Representations and Warranties

The merger agreement contains representations and warranties of WhiteWave, Danone and Merger Sub.

Some of the representations and warranties in the merger agreement are qualified by materiality qualifications or a “Company material adverse effect” qualification with respect to WhiteWave or a “Danone material adverse effect” with respect to Danone. For purposes of the merger agreement, a “Company material adverse effect” with respect to WhiteWave means any fact, change, circumstance, event, occurrence, condition, development or combination of the foregoing (i) that is materially adverse to the business, results of operations or financial condition of the Company and its subsidiaries, taken as a whole or (ii) that prevents, materially delays or materially impairs the ability of the Company to consummate the merger or the other transactions contemplated by the merger agreement; provided , however , that, in the case of (i), “Company material adverse effect” shall not be deemed to include the impact of:

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However, with respect to the matters described in the first, second, third and fourth bullet points above, such impact will be taken into account to the extent that it is disproportionately adverse to the business, properties, results of operations or financial condition of WhiteWave and its subsidiaries, taken as a whole, as compared to other companies in the industries in which WhiteWave and its subsidiaries operate.

For the purpose of the merger agreement, a “material adverse effect” with respect to Danone, which we refer to as a “Danone material adverse effect” means any fact, change, circumstance, event, occurrence, condition, development or combination of the foregoing which prevents, materially delays or materially impairs the ability of Danone or Merger Sub to consummate the merger or the other transactions contemplated by the merger agreement.

Subject to certain exceptions in the merger agreement, in the disclosure schedules delivered by WhiteWave to Danone in connection with the merger agreement and in WhiteWave’s public filings with the SEC after December 31, 2015, the merger agreement contains representations and warranties of WhiteWave as to, among other things:

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Subject to certain exceptions in the merger agreement and the disclosure schedules delivered by Danone to WhiteWave in connection with the merger agreement, the merger agreement also contains representations and warranties of Danone and Merger Sub as to, among other things:

Conduct of Business Pending the Merger

The merger agreement provides that, during the period commencing on the signing of the merger agreement and ending on the earlier of the termination of the merger agreement in accordance with its terms and the effective time of the merger, except (i) as required by applicable law, (ii) with the prior written consent of Danone or (iii) as set forth in the Company disclosure schedule to the merger agreement, WhiteWave must, and must cause each of its subsidiaries to, conduct its business in the ordinary course in all material respects, and use commercially reasonable efforts to maintain and preserve intact its business organization, keep available the services of key employees and maintain satisfactory relationships with customers, suppliers and distributors with material business relations. Further, the merger agreement also provides that, from the signing date of the merger agreement through the effective time of the merger, except (A) as required by applicable law, (B) as expressly required pursuant to the merger agreement, (C) with the prior written consent of Danone, which consent will not be unreasonably withheld, conditioned or delayed, or (D) as set forth in the Company disclosure schedule to the merger agreement, WhiteWave must, and must cause its subsidiaries, not to (among other prohibitions):

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Other Covenants and Agreements

Non-Solicitation; Takeover Proposals

Except as expressly permitted by the merger agreement, WhiteWave has agreed that it shall, and shall cause each of its affiliates and its and their respective officers and directors, and shall use reasonable best efforts to cause its and their other employees, agents, financial advisors, investment bankers, attorneys, accountants and other representatives (i) to immediately cease and terminate any ongoing solicitation, encouragement, discussions or negotiations with any person with respect to a Company takeover proposal, and (ii) not to, directly or indirectly:

Under the merger agreement, a “Company takeover proposal” means any proposal or offer (other than by Danone and its subsidiaries) with respect to, or that would reasonably be expected to lead to (i) a merger, consolidation, business combination, recapitalization, binding share exchange, liquidation, dissolution, joint venture or other

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similar transaction involving the Company or any of its subsidiaries, (ii) any acquisition of 30% or more of the outstanding WhiteWave common stock (or securities representing 30% or more of the voting power of the Company), (iii) any acquisition of assets or businesses of the Company or its subsidiaries representing 30% or more of the consolidated assets, revenues or net income of the Company, (iv) any tender offer or exchange offer that if consummated would result in any person beneficially owning 30% or more of the outstanding WhiteWave common stock (or securities representing 30% or more of the voting power of the Company) or (v) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated revenues or earnings and WhiteWave common stock (or voting power of securities of the Company other than common stock) involved is 30% or more.

Receipt of Company Takeover Proposal

If (i) prior to the receipt of the Company stockholder approval, WhiteWave receives a bona fide, unsolicited, written Company takeover proposal that did not result from a breach of the non-solicitation provisions of the merger agreement and (ii) the WhiteWave board of directors determines in good faith, after consultation with its independent financial advisor and outside legal counsel, that such Company takeover proposal constitutes a Company superior proposal (as described below), then WhiteWave may:

Under the merger agreement, a “Company superior proposal” means a bona fide , unsolicited written Company takeover proposal (i) that if consummated would result in a third party (or the stockholders of such third party) acquiring, directly or indirectly, more than 50% of the outstanding WhiteWave common stock or more than 50% of the assets of the Company and its subsidiaries, taken as a whole, (ii) that is not subject to any due diligence or financing closing condition, and to the extent consideration includes cash, includes financing commitments from reputable sources that the WhiteWave board of directors reasonably determines in good faith are reasonably expected to be available and that are sufficient, together with cash on hand and availability under existing credit facilities, to fund such cash consideration, and (iii) that the WhiteWave board of directors determines in good faith, after consultation with its independent financial advisor and outside legal counsel, taking into account the timing and likelihood of consummation relative to the transactions contemplated by the merger agreement, and after giving effect to any changes to the merger agreement proposed by Danone in response to such Company takeover proposal and all other financial, legal, regulatory, tax and other aspects of such Company takeover proposal, including all conditions contained therein and the person making such Company takeover proposal, as the WhiteWave board of directors deems relevant, is more favorable to the stockholders of the Company than the merger.

Notice of Company Takeover Proposal

Under the terms of the merger agreement, WhiteWave must (i) promptly (and in any event within 48 hours) advise Danone of receipt by an executive officer or director of WhiteWave of any Company takeover proposal or a request for information relating to WhiteWave or its subsidiaries that constitutes or would reasonably be expected to result in or that contemplates a Company takeover proposal, including the identity of the person making such Company takeover proposal, the material terms and conditions thereof and a copy of the Company takeover proposal (or description thereof if not in writing), and (ii) keep Danone reasonably informed on a reasonably current basis as to the status of the Company takeover proposal including any developments, discussions or negotiations in respect thereof.

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The Company Recommendation; Adverse Recommendation Change; Fiduciary Exception

As described above, and subject to the provisions described below, the WhiteWave board of directors has made the recommendation that the WhiteWave stockholders vote “ FOR ” the proposal to adopt the merger agreement, which recommendation we refer to as the “Company recommendation.” The merger agreement provides that the WhiteWave board of directors will not effect an “adverse recommendation change” (as described below) except as described below.

Under the merger agreement, generally, the WhiteWave board of directors may not: (i) (A) fail to include the Company recommendation in this proxy statement, (B) withdraw or modify or publicly propose to withdraw or modify, in a manner adverse to Danone or Merger Sub, the Company recommendation; or (C) adopt, approve or recommend to the Company stockholders, or resolve to or publicly propose or announce its intention to adopt, approve or recommend to the Company stockholders, a Company takeover proposal (any action described in (i) being referred to as an “adverse recommendation change”) or (ii) authorize, cause or permit the Company or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, agreement (including an acquisition agreement, merger agreement, joint venture agreement or other agreement), commitment or agreement in principle with respect to any such Company takeover proposal (other than a confidentiality agreement entered into in accordance with the merger agreement).

WhiteWave may, prior to receipt of Company stockholder approval:

Prior to making such adverse recommendation change, effecting such termination or making an intervening event recommendation change, (i) WhiteWave must give Danone at least three business days’ prior notice of its intention to do so, the reasons therefor, and certain information related thereto, (ii) if requested by Danone, WhiteWave must negotiate in good faith with Danone to enable Danone to propose revisions to the terms of the merger agreement, and (iii) WhiteWave’s board of directors must consider in good faith any revisions to the terms of the merger agreement proposed by Danone and determine in consultation with its independent financial advisor and outside legal counsel, either that the Company superior proposal continues to constitute a Company superior proposal if the revisions proposed by Danone were to be given effect, or that the failure to make a intervening event recommendation change would violate WhiteWave’s board of directors’ fiduciary duties under applicable law, as the case may be. Further, in the event of any change to the financial terms or other material terms of a Company superior proposal, WhiteWave must give a new notice to Danone consistent with that described in clause (i) above and a new notice period under clause (iii) above will commence, except that the three business day notice period will instead be the longer of two business days and the period remaining under the original notice period immediately prior to the delivery of such additional notice.

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Access to Information

Subject to certain exceptions and limitations, WhiteWave must (i) afford Danone and its representatives reasonable access, during normal business hours, to WhiteWave’s and its subsidiaries’ personnel, properties, contracts, commitments, books and records and (ii) make available to Danone such other available information concerning its business, properties and personnel as Danone may reasonably request (other than with respect to any person or information if so doing, in WhiteWave’s reasonable judgment, would violate any law or jeopardize the attorney-client privilege). Any access or investigation must be conducted so as not to interfere unreasonably with the business and operations of WhiteWave or any of its subsidiaries.

No investigation by Danone or its representatives will affect or be deemed to modify or waive the representations and warranties of WhiteWave set forth in the merger agreement.

Indemnification and Insurance

All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the merger in favor of any present and former director and officer of the Company and any of its subsidiaries, which we refer to as the “Company indemnified parties,” as provided for in the organizational documents of the Company or its significant subsidiaries or any indemnification agreements in existence on the signing date of the merger agreement will survive the merger and may not be amended, repealed or otherwise modified for a period of six years after the effective time of the merger in any manner that would adversely affect the rights thereunder of the Company indemnified parties.

The merger agreement requires the surviving corporation to indemnify the Company indemnified parties pertaining to matters existing or occurring or actions or omissions taken prior to or at the effective time of the merger. The merger agreement also requires the surviving corporation to maintain in effect, for a period of six years following the merger, the current policies of directors’ and officers’ liability insurance maintained by the Company ( provided , that the surviving corporation may substitute therefor policies, including a prepaid “tail” policy, with a substantially comparable insurer of the same coverage and amounts containing substantially similar terms and conditions) with respect to claims arising from facts or events, or actions or omissions, which occurred or are alleged to have occurred at or before the effective time of the merger; provided , further , that the surviving corporation will not be required to make annual premium payments, or in the case of a prepaid “tail” policy, total premiums, for such insurance to the extent such premiums exceed 300% of the premiums paid as of July 6, 2017 by WhiteWave, which we refer to as the “premium cap.” If premiums for such insurance would at any time exceed the premium cap, then the surviving corporation will maintain insurance policies which, in its good faith determination, provide the maximum coverage available at premiums equal to the premium cap. Notwithstanding the foregoing, WhiteWave shall have the right following reasonable consultation with Danone to procure a prepaid “tail” policy conforming to the requirements of the preceding sentence; provided , however , that the amount paid for such prepaid policies shall not exceed the premium cap without Danone’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Efforts to Complete the Merger; Regulatory Approvals

The merger agreement provides that WhiteWave, Danone and Merger Sub will each use their respective reasonable best efforts to:

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Under the merger agreement, each party is required to (i) promptly, and in no event later than August 1, 2016, make its respective filing pursuant to the HSR Act and (ii) as promptly as practicable, make its respective filings and notifications, if any, under any other applicable antitrust, competition, foreign investment or trade regulation law, and, in each case, to supply to the appropriate governmental entities as promptly as practicable any additional information and documentary materials as may be requested.

Danone and WhiteWave have agreed to take all steps necessary to avoid or eliminate any impediment under any antitrust, competition, foreign investment or trade law regulation that may be asserted by any antitrust or competition governmental entity, so as to enable the parties to close the merger as promptly as practicable, including:

However, nothing shall obligate Danone or its affiliates, or permit WhiteWave or its affiliates, to offer, propose, take, negotiate, commit to, effect or agree to take (or refrain or cause to refrain from taking) any actions described above, if such action, individually or in the aggregate with all other such actions taken together, would reasonably be expected to be material to Danone and its subsidiaries, taken as a whole, after giving effect to the merger (assuming Danone and its subsidiaries, taken as a whole, after giving effect to the merger, are the size of WhiteWave and its subsidiaries, taken as a whole, prior to giving effect to the merger), and no party shall be required to commit to or effect any action that is not conditioned upon consummation of the merger.

Employee Matters

For the one-year period following the effective time of the merger, Danone will provide to each employee of WhiteWave or its subsidiaries who continues to be employed by Danone or the surviving corporation following the effective time of the merger (referred to in this proxy statement as a “Company employee”), for so long as the Company employee remains employed by Danone or the surviving corporation, (i) a salary or base wage rate no less than that provided to the Company employee before the effective time of the merger, (ii) through the end of the Company’s 2017 fiscal year, target annual cash incentives that are no less favorable than those provided to the Company employee before the closing of the merger, (iii) long term incentives that are comparable to the long term incentives provided to similarly situated employees of Danone and (iv) aggregate employee benefits (excluding equity, defined benefit retirement benefits and retiree welfare benefits) that are substantially comparable in the aggregate to those provided to similarly situated employees of Danone.

Following the closing date, Danone will cause any employee benefit plans sponsored or maintained by Danone or the surviving corporation or their subsidiaries in which the Company employees are eligible to participate following the closing date (referred to in this proxy statement as post-closing plans) to recognize the service of each Company employee with the Company prior to the closing date of the merger for purposes of eligibility, vesting and benefit accrual under such post-closing plans, in each case, to the same extent such service was recognized immediately prior to the effective time of the merger under a comparable Company benefit plan in which such Company employee was eligible to participate immediately prior to the effective time of the merger; provided, that such recognition of service will not (i) apply for purposes of any defined benefit retirement plan or plan that provides retiree welfare benefits, (ii) operate to duplicate any benefits of a Company employee with respect to the same period of service, (iii) apply for purposes of any plan, program or arrangement (A) under which similarly situated employees of Danone and its subsidiaries do not receive credit for prior service or (B) that is grandfathered or frozen, either with respect to level of benefits or participation. With respect to any post-closing plan that provides medical, dental or vision insurance benefits, for the plan year in which such Company

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employee is first eligible to participate, Danone will use commercially reasonable efforts to (1) cause any pre-existing condition limitations or eligibility waiting periods under such plan to be waived with respect to such Company employee to the extent such limitation would have been waived or satisfied under the Company benefit plan in which such Company employee participated immediately prior to the effective time of the merger, and (2) credit each Company employee for an amount equal to any medical, dental or vision expenses incurred by such Company employee in the plan year in which such Company employee is first eligible to participate in such post-closing plan, for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such post-closing plan to the extent such expenses would have been credited under the Company benefit plan in which such Company employee participated immediately prior to the effective time of the merger. Such credited expenses will also count toward any annual or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the applicable plan.

The merger agreement provides that annual bonuses will be calculated as follows. For annual bonuses in respect of calendar year 2016, if the closing occurs prior to December 31, 2016, Danone or the surviving corporation will pay each bonus-eligible Company employee his or her annual bonus at the greater of target or actual performance, which bonus will be paid at the time bonuses are normally paid in accordance with WhiteWave’s past practice. If closing occurs after December 31, 2016, either WhiteWave, Danone or the surviving corporation will pay the bonuses in respect of calendar year 2016 at the time bonuses are normally paid in accordance with WhiteWave’s past practice, based on actual performance. If closing occurs after the end of the first quarter of 2017, Danone or the surviving corporation will pay the bonuses in respect of 2017 at the greater of target or actual performance, which bonus will be paid at the time bonuses are normally paid in accordance with WhiteWave’s past practice. For these purposes, actual performance will be calculated in accordance with WhiteWave’s past practice. Bonuses in respect of the year in which the closing occurs may be equitably adjusted by the compensation committee of WhiteWave’s board of directors prior to the closing to account for any significant transaction expenses or integration costs, subject to an aggregate cap of $60 million for all such adjustments; provided that WhiteWave will consult in good faith with Danone reasonably in advance of making any such adjustments and WhiteWave will consider Danone’s input in good faith prior to making such adjustments.

Each long-term cash award granted by the Company that is outstanding as of immediately prior to the effective time of the merger, will vest in full as of the effective time and will be cancelled in exchange for the right to receive a cash payment, without interest and less applicable withholding taxes, in the amount set forth in the applicable notice of grant and award agreement.

Danone or the surviving corporation will provide severance payments and benefits to each Company employee whose employment is terminated, on or before the first anniversary of the closing of the merger, under circumstances that would otherwise give rise to rights to severance payments and benefits under the applicable Company benefit plans and that are no less favorable in the aggregate than those that would have been paid or provided pursuant to such plans.

Company Special Meeting

WhiteWave has agreed to duly give notice of, convene and hold a meeting of its stockholders for the purpose of voting upon the adoption of the merger agreement as promptly as practicable following resolution of any SEC comments with respect to the preliminary proxy statement (which under the merger agreement was required to be filed no later than August 1, 2016).

Certain Additional Covenants

The merger agreement also contains additional covenants, including, among others, covenants relating to the filing of this proxy statement, covenants relating to regulatory filings and approvals (which are described under the section entitled “ The Merger (Proposal 1) — Regulatory Clearances ”), reporting requirements under Section

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16 of the Exchange Act, financing cooperation, the treatment of certain Company indebtedness, coordination with respect to litigation relating to the merger, and public announcements with respect to the transactions contemplated by the merger agreement.

Conditions to Completion of the Merger

The obligation of each party to complete the merger is subject to the satisfaction or waiver of the following conditions:

The obligations of Danone and Merger Sub to consummate the merger are also subject to the satisfaction or waiver by Danone of the following conditions:

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The obligation of WhiteWave to consummate the merger is also subject to the satisfaction or waiver by WhiteWave of the following conditions:

Termination

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger:

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Termination Fees

If the merger agreement is terminated in specified circumstances, WhiteWave will be required to pay Danone a termination fee of $310 million, which we refer to as the “termination fee.”

Danone would be entitled to receive the termination fee (less, in the case of the first bullet below, any expense reimbursement as described in “ — Expense Reimbursement ” below actually paid) from WhiteWave if the merger agreement is terminated:

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Expense Reimbursement

If Danone or WhiteWave terminates the merger agreement because the Company stockholder approval has not been obtained at the Company special meeting, WhiteWave will be required to reimburse Danone $40 million for the fees and expenses incurred by or on behalf of Danone or Merger Sub in connection with the merger, which is creditable against any termination fee payable by WhiteWave.

Amendment; Waivers

At any time prior to the effective time of the merger, any provision of the merger agreement may be amended or waived only if such amendment or waiver is in writing and signed, and in the case of an amendment, by WhiteWave, Danone and Merger Sub; provided , that certain sections of the merger agreement pertaining to debt financing, governing law, waiver of jury trial and third-party beneficiaries may not be amended or waived in a manner adverse to the debt financing sources without the prior written consent of the debt financing sources that are party to a commitment letter with Danone (such consent not to be unreasonably withheld, conditioned or delayed).

At any time prior to the effective time of the merger, either WhiteWave, on the one hand, or Danone and Merger Sub on the other hand, may, to the extent not prohibited by applicable law and except as otherwise set forth in the merger agreement:

Expenses

Except as otherwise provided in the merger agreement, whether or not the merger is consummated, all expenses incurred in connection with the merger, the merger agreement and the other transactions contemplated by the merger agreement will be paid by the party incurring or required to incur such expenses.

Jurisdiction

WhiteWave, Danone and Merger Sub have agreed that any proceeding in respect of any claim arising out of or related to the merger agreement and the rights and obligations arising in connection therewith, or for recognition and enforcement of any judgment in respect of the merger agreement and the rights and obligations arising thereunder, shall be brought in the courts in the State of Delaware in accordance with the terms of the merger agreement.

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Each of the parties to the merger agreement agrees that it will not bring or support any action or claim against the debt financing sources and their respective current, former or future directors, officers, general or limited partners, stockholders, members, managers, controlling persons, affiliates, employees or advisors, in each case, that are not parties to the merger agreement, in any way relating to the merger agreement or the merger, including any dispute arising out of or relating in any way to the debt finance or the performance thereof, in any forum other than the Commercial Court of Paris ( Tribunal de Commerce de Paris ).

Specific Performance

In addition to any other remedy that may be available to any of the parties, including monetary damages, each of WhiteWave, Danone and Merger Sub is entitled to seek an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement.

Governing Law

The merger agreement is governed by Delaware law.

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