DALLAS, Aug. 7, 2012 /PRNewswire/ -- Dean Foods Company (NYSE: DF) today announced that its wholly-owned subsidiary, The WhiteWave Foods Company, filed a registration statement with the U.S. Securities and Exchange Commission for an initial public offering ("IPO") of its Class A common stock. Following the IPO, The WhiteWave Foods Company will own Dean Foods' WhiteWave-Alpro business, which manufactures, markets, distributes and sells branded plant-based foods and beverages, coffee creamers and beverages and premium dairy products throughout North America and Europe.
Following the IPO, Dean Foods will own at least 80% of The WhiteWave Foods Company's common stock. Dean Foods intends to distribute its remaining interest in The WhiteWave Foods Company to Dean Foods' shareholders in a tax-free distribution no earlier than 180 days following the closing of the IPO.
A registration statement relating to securities of The WhiteWave Foods Company has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy these securities be accepted before the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
J.P. Morgan Securities LLC, Credit Suisse Securities ( USA) LLC and BofA Merrill Lynch will act as joint book-running managers for the offering. The initial public offering will be made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933. When available, a copy of the preliminary prospectus may be obtained from: J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at +1 (866) 803-9204; Credit Suisse Securities ( USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, via telephone: +1 (800) 221-1037, or by e-mail: firstname.lastname@example.org; or BofA Merrill Lynch, 222 Broadway, 7th Floor, New York, NY 10038, Attn: Prospectus Department or email email@example.com.FORWARD-LOOKING STATEMENTS Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, the planned IPO and the potential spin-off from Dean Foods of The WhiteWave Foods Company. These statements involve risks and uncertainties, including among other things, market conditions and, with respect to the possible spin-off, Dean Foods' ability to obtain a private letter ruling from the Internal Revenue Service regarding its tax-free treatment, that may cause results to differ materially from the statements set forth in this press release. The forward-looking statements in this press release speak only as of the date of this press release. Dean Foods expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.
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