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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant   ¨

Check the appropriate box:

The WhiteWave Foods Company

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

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August 30, 2016

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of The WhiteWave Foods Company, which we refer to as WhiteWave or the Company, to be held on October 4, 2016, at 11:00 a.m. (MT), at the Westin Denver Downtown, 1672 Lawrence Street, Denver, CO 80202.

At the special meeting, you will be asked to consider and vote upon (1) a proposal to adopt the Agreement and Plan of Merger, dated as of July 6, 2016, which we refer to as the merger agreement, among Danone S.A., which we refer to as Danone, July Merger Sub Inc., which we refer to as Merger Sub and which is an indirect wholly owned subsidiary of Danone, and WhiteWave, pursuant to which Merger Sub will merge with and into WhiteWave (which we refer to as the merger) and WhiteWave will become an indirect wholly owned subsidiary of Danone, (2) a non-binding advisory proposal to approve specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger and (3) a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

If the merger is completed, you will be entitled to receive $56.25 in cash, without interest and less applicable withholding taxes, for each share of WhiteWave common stock you own (unless you have properly exercised your appraisal rights with respect to such shares), which represents a premium of approximately 24% over the average closing trading price of WhiteWave’s common stock for the 30-day period ending on July 5, 2016 of $45.43.

WhiteWave’s Board of Directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of WhiteWave and its stockholders, and approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement. WhiteWave’s Board of Directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the proposal to approve, by non-binding advisory vote, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger and (iii) “FOR” the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

The enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of our Board of Directors in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about WhiteWave from documents we file with the Securities and Exchange Commission from time to time.

Whether or not you plan to attend the special meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your broker how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee.

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Your vote is very important, regardless of the number of shares that you own. We cannot complete the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the outstanding shares of WhiteWave common stock. The failure of any stockholder to vote in person by ballot at the special meeting, to submit a signed proxy card or to grant a proxy electronically over the internet or by telephone will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If you have any questions or need assistance voting your shares of WhiteWave common stock, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling (888) 750-5834 toll-free.

Thank you for your support of WhiteWave.

Sincerely,

Gregg L. Engles

Chairman of the Board and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated August 30, 2016 and, together with the enclosed form of proxy card, is first being mailed to stockholders of WhiteWave on or about August 31, 2016.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of The WhiteWave Foods Company, which we refer to as “WhiteWave” or the “Company,” to be held on October 4, 2016, at 11:00 a.m. (MT), at the Westin Denver Downtown, 1672 Lawrence Street, Denver, CO 80202, to consider and vote upon the following proposals:

Your vote is very important. We cannot consummate the merger unless the proposal to adopt the merger agreement receives the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote thereon.

Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy or voting instructions by telephone or the internet prior to the special meeting to ensure that your shares of WhiteWave common stock will be represented and voted at the special meeting if you are unable to attend. Failure to submit a signed proxy card, grant a proxy by phone or the internet or to vote in person by ballot at the Company special meeting will result in your shares of WhiteWave common stock not being counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. For more information concerning the special meeting, the merger agreement and the merger, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto.

Only stockholders of record as of the close of business on August 25, 2016 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the special meeting will be available in our offices located at 1225 Seventeenth Street, Suite 1000, Denver, Colorado 80202, during regular business hours for a period of at least 10 days before the special meeting and at the place of the special meeting during the meeting.

WhiteWave’s Board of Directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the proposal to approve, by non-binding advisory vote, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger and (iii) “FOR” the proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

				By Order of the Board of Directors
August 30, 2016				Roger E. Theodoredis
Denver, Colorado				Executive Vice President, General Counsel and Corporate Secretary

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the special meeting, the merger agreement and the transactions contemplated thereby. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” preceding this section and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, all of which you should read carefully.

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For a discussion of the factors that the WhiteWave board of directors considered in determining to recommend the adoption of the merger agreement, please see the section entitled “The Merger (Proposal 1) — Recommendation of the WhiteWave Board of Directors and Reasons for the Merger.” In addition, in considering the recommendation of the WhiteWave board of directors with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Company stockholders generally. For a discussion of these interests, please see the section entitled “The Merger (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger.”

On the record date, there were 177,224,934 shares of WhiteWave common stock issued and outstanding.

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If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Beneficial Owners. If you are a beneficial owner of shares held in “street name,” under the rules of the NYSE, the broker, bank or other nominee that holds your shares may generally vote on routine matters but cannot vote without instructions on non-routine matters. The proposals to (i) adopt the merger, (ii) approve, on a non-binding advisory basis, of specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger and (iii) approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies are considered non-routine matters under applicable rules. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the representative counting votes that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, we urge you to give voting instructions to your broker. Shares represented by such “broker non-votes” will not be counted in determining whether there is a quorum. A “broker non-vote” will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The approval, on a non-binding advisory basis, of the proposal regarding specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast at the special meeting at which a quorum is present. A failure to vote your shares of WhiteWave common stock, an abstention from voting or a “broker non-vote” will have no effect on this proposal.

The affirmative vote of a majority of the votes cast at the special meeting, whether or not a quorum is present, is required to approve the proposal to approve the adjournment of the special meeting, if necessary or appropriate. A failure to vote your shares of WhiteWave common stock, an abstention from voting or a “broker non-vote” will have no effect on this proposal.

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Please note that simply attending the special meeting in person will not cause your previously granted proxy to be revoked. Shares held in “street name” may be voted in person by you at the special meeting only if you obtain a signed “legal proxy” from the stockholder of record giving you the right to vote the shares.

The record date for stockholders entitled to vote at the special meeting is earlier than the consummation of the merger. If you transfer your shares of WhiteWave common stock after the record date but before the closing of the merger, you will have the right to vote at the special meeting although you will have transferred your right to receive the merger consideration in the merger.

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501 Madison Avenue

20th Floor

New York, NY 10022

Banks and brokers may call: (212) 750-5833

Shareholders may call toll free: (888) 750-5834

info@innisfreema.com

or

WhiteWave

1225 Seventeenth Street, Suite 1000

Denver, Colorado 80202

Attention: Investor Relations

(303) 635-4747

investor.relations@whitewave.com

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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FORWARD LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are predictions based on expectations and projections about future events, and are not statements of historical fact. Forward-looking statements include statements concerning business strategy, plans and prospects, among other things, including anticipated trends and developments in and management plans for our business and the markets in which we operate. In some cases, you can identify these statements by forward-looking words, such as “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” and “continue,” the negative or plural of these words and other comparable terminology. All forward-looking statements included in this proxy statement are based upon information available to us as of the filing date of this proxy statement, and we undertake no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on forward-looking statements. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include the factors identified in WhiteWave’s March 30, 2016 Schedule 14A filing, the press release announcing its most recent quarterly earnings, as well as other factors described in WhiteWave’s Annual Report on Form 10-K for the year ended December 31, 2015 under the heading “Risk Factors,” as updated from time to time by WhiteWave’s Quarterly Reports on Form 10-Q and other documents of WhiteWave on file or in this proxy statement filed with the Securities and Exchange Commission (the “SEC”) by WhiteWave, and the following factors:

Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained under the headings “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filing on Form

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10-K and subsequent periodic and interim report filings (see “Where You Can Find Additional Information” beginning on page 82). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

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THE SPECIAL MEETING

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the WhiteWave board of directors for use at the special meeting or any adjournment or postponement thereof. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the WhiteWave board of directors for use at the special meeting to be held on October 4, 2016, at 11:00 a.m. (MT), at the Westin Denver Downtown, 1672 Lawrence Street, Denver, CO 80202, or at any adjournment or postponement thereof.

Attendance at the special meeting is limited to individuals who were stockholders as of the record date and their authorized representatives, and admission will be on a first-come, first-served basis. Registration and seating will begin at 10:30 a.m. (MT). Each stockholder will be asked to present proof of identification, such as a driver’s license or passport, prior to admission to the special meeting. Beneficial owners of shares held in “street name” who desire to attend the special meeting, will need to bring proof of share ownership as of the record date, such as a bank or brokerage firm account statement or a letter from the intermediary holding your shares. Cameras, recording devices and other electronic devices will not be permitted at the special meeting.

If you are a stockholder of record, you may vote in person at the special meeting by requesting a ballot when you arrive. You must bring valid picture identification such as a driver’s license or passport and may be requested to provide proof of stock ownership as of the record date. If you are a beneficial owner of shares held in “street name” and wish to vote in person at the special meeting, you must obtain a “legal proxy” from the organization that holds your shares. A “legal proxy” is a written document that will authorize you to vote your shares held in “street name” at the special meeting. Please contact the organization that holds your shares for instructions regarding obtaining a “legal proxy.”

Purposes of the Special Meeting

One purpose of the special meeting is for our stockholders to consider and vote upon the proposal to adopt the merger agreement. Our stockholders must adopt the merger agreement in order for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, and the material provisions of the merger agreement are summarized in the section of this proxy statement entitled “The Merger Agreement.”

In addition, the Company is providing its stockholders with the opportunity to cast a non-binding advisory vote on specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger, the value of which is disclosed in the table in the section of this proxy statement entitled “The Merger (Proposal 1) — Interests of the Company’s Directors and Executive Officers in the Merger.” The non-binding advisory vote on specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger is separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to approve the executive compensation and vote not to adopt the merger agreement and vice versa. Because the vote on executive compensation is advisory in nature only, it will not be binding on either the Company or Danone. Accordingly, if the merger agreement is adopted by the Company’s stockholders and the merger is completed, the merger-related compensation may be paid to the Company’s named executive officers even if stockholders fail to approve the proposal.

Our stockholders are also being asked to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

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This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about [●], 2016.

Record Date and Quorum

The holders of record of WhiteWave common stock as of the close of business on August 25, 2016, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. On the record date, 177,224,934 shares of WhiteWave common stock were outstanding.

The presence at the special meeting, in person or represented by proxy, of the holders of record of a majority of the Company’s capital stock issued and outstanding and entitled to vote at the close of business on the record date will constitute a quorum, permitting the Company to conduct its business at the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. However, if a new record date is set for an adjourned special meeting, then a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the special meeting. “Broker non-votes,” described below under the sub-heading “— Voting; Proxies; Revocation — Providing Voting Instructions by Proxy,” will not be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the special meeting.

Required Vote

Each share of WhiteWave common stock outstanding at the close of business on the record date is entitled to one vote on each of the proposals to be considered at the special meeting.

For the Company to complete the merger, Company stockholders holding a majority of the shares of WhiteWave common stock outstanding at the close of business on the record date and entitled to vote thereon must vote “FOR” the proposal to adopt the merger agreement. A failure to vote your shares of WhiteWave common stock or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The approval, on a non-binding advisory basis, of the proposal regarding specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast at the special meeting at which a quorum is present. A failure to vote your shares of WhiteWave common stock, an abstention from voting or a “broker non-vote” will have no effect on this proposal.

The affirmative vote of a majority of the votes cast at the special meeting, whether or not a quorum is present, is required to approve the proposal to approve the adjournment of the special meeting, if necessary or appropriate. A failure to vote your shares of WhiteWave common stock, an abstention from voting or a “broker non-vote” will have no effect on this proposal.

As of the record date, there were 177,224,934 shares of WhiteWave common stock outstanding.

Voting by the Company’s Directors and Executive Officers

At the close of business on August 25, 2016, directors and executive officers of the Company were entitled to vote 3,853,346 shares of WhiteWave common stock, or approximately 2.17% of the shares of WhiteWave common stock issued and outstanding on that date. We currently expect that the Company’s directors and executive officers will vote their shares representing approximately 2.17% of the outstanding shares of WhiteWave common stock in favor of the proposal to adopt the merger agreement and in favor of the other proposals to be considered at the special meeting, although they have no obligation to do so.

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Voting; Proxies; Revocation

Attendance

All holders of shares of WhiteWave common stock as of the close of business on August 25, 2016, the record date, including stockholders of record and beneficial owners of WhiteWave common stock registered in the “street name” of a broker, bank or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver’s license or passport. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your broker, bank or other nominee or other similar evidence of ownership, along with proper identification.

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record, but instead hold your shares of WhiteWave common stock in “street name” through a broker, bank or other nominee, you must provide a “legal proxy” from the organization that holds your share in order to be able to vote in person at the special meeting.

Providing Voting Instructions by Proxy

To ensure that your shares of WhiteWave common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares of WhiteWave common stock Held by Record Holder

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

If you submit a signed proxy card or submit your proxy by telephone or the internet, but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the WhiteWave board of directors on all matters presented in this proxy statement. With respect to any other matters properly presented for a vote at the special meeting, the proxy holders will vote your shares in accordance with their best judgment. If you fail to return your proxy card and you are a holder of record on the record date, unless you attend the special meeting and vote in person, the effect will be that your shares of WhiteWave common stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as a vote against the proposal to adopt the merger agreement and, assuming a quorum is present, will not affect the proposal, on a non-binding advisory basis, to approve specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger, or the vote regarding the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies.

Shares of WhiteWave common stock Held in “Street Name”

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record as to how to vote your shares. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the special meeting, you should contact your broker or agent to obtain a “legal proxy” or broker’s proxy card and bring it to the special meeting in order to vote.

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In accordance with the rules of the NYSE, brokers, banks and other nominees who hold shares of WhiteWave common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the proposal to adopt the merger agreement, the non-binding advisory proposal to approve specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger, or the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Under such circumstance, a “broker non-vote” would arise. “Broker non-votes,” if any, will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and, assuming a quorum is present, will have no effect on the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger or on the adjournment proposal. Thus, for shares of WhiteWave common stock held in “street name,” only shares of WhiteWave common stock affirmatively voted “FOR” the proposal to adopt the merger agreement will be counted as a vote in favor of such proposal.

Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the Company special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card or by sending a written notice of revocation to WhiteWave, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by WhiteWave before the Company special meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions.

Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of WhiteWave common stock present or represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and will have no effect on the non-binding advisory proposal to approve specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger or the adjournment proposal.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed if necessary or appropriate, including for the purpose of soliciting additional proxies. In the event that a sufficient number of

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shares of WhiteWave common stock is present or represented, in person or by proxy, and voted in favor of the proposal to adopt the merger agreement at the special meeting such that the Company stockholder approval shall have been obtained, the Company does not anticipate that it will adjourn or postpone the special meeting.

The special meeting may be adjourned by the affirmative vote of the holders of a majority of the votes cast in respect of shares of WhiteWave common stock present in person or represented by proxy at the special meeting and entitled to vote at the special meeting or as otherwise permitted by law. Any adjournment or postponement of the special meeting will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time before their use at the special meeting that was adjourned or postponed.

Solicitation of Proxies

The WhiteWave board of directors is soliciting your proxy, and the Company will bear the cost of this solicitation of proxies. This includes the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. WhiteWave has engaged Innisfree M&A Incorporated, which we refer to as “Innisfree,” to assist in the solicitation of proxies for the Company special meeting. WhiteWave estimates that it will pay Innisfree a fee of approximately $25,000, plus reimbursement of certain expenses. In addition, the Company may reimburse its transfer agent, brokerage firms and other persons representing beneficial owners of shares of WhiteWave common stock for their expenses in forwarding solicitation material to such beneficial owners.

Other Information

You should not return your stock certificate or send documents representing WhiteWave common stock with the proxy card. If the merger is completed, the paying agent for the merger will send to you a letter of transmittal and related materials and instructions for exchanging your shares of WhiteWave common stock.

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THE MERGER (PROPOSAL 1)

The description of the merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety.

Parties Involved in the Merger

The WhiteWave Foods Company

The WhiteWave Foods Company, which we refer to as “WhiteWave,” the “Company,” “we,” “us,” or “our,” is a leading consumer packaged food and beverage company that manufactures, markets and sells branded plant-based foods and beverages, coffee creamers and beverages, premium dairy products and organic produce. It sells products primarily in North America, Europe and through a joint venture in China. WhiteWave was formerly a subsidiary of Dean Foods Company, and was spun off through a combination of an initial public offering, completed in October 2012, followed by certain follow-on transactions, completed in May 2013 and July 2013. WhiteWave’s principal executive offices are located at 1225 Seventeenth Street, Suite 1000, Denver, Colorado 80202, and our telephone number is (303) 635-4500.

WhiteWave is a Delaware corporation and WhiteWave common stock, par value $0.01 per share, trades on the New York Stock Exchange, which we refer to as the “NYSE,” under the symbol “WWAV.”

Additional information about WhiteWave is contained in our public filings, which are incorporated by reference herein. See “Where You Can Find Additional Information.”

Danone S.A.

Danone S.A., which we refer to as “Danone,” a limited liability company (société anonyme) incorporated under the laws of France and registered with the Paris Register of commerce and companies under number 552 032 534 is a global food and beverage company that operates through four segments: Fresh Dairy Products Division, Waters Division, Early Life Nutrition Division and Medical Nutrition Division. Danone is present in over 130 markets, with more than half of its sales generated in emerging countries. Danone’s principal executive offices are located at 17, boulevard Haussmann, Paris, France 75009, and its telephone number is +33 (0) 1 44 35 20 20.

Danone’s shares are listed on Euronext Paris which we refer to as “Euronext,” under the symbol “BN,” and the OTCQX market via an ADR (American Depositary Receipt) program under the symbol “DANOY.”

Additional information about Danone can be found at www.danone.com. The information provided on or accessible through Danone’s website is not part of or incorporated by reference in this proxy statement.

July Merger Sub Inc.

July Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Danone, which we refer to as “Merger Sub,” was formed solely for the purpose of engaging in the transactions contemplated by the merger agreement (as defined below). Upon completion of the merger (as defined below), Merger Sub will merge with and into WhiteWave and will cease to exist.

Certain Effects of the Merger

If the merger agreement is adopted by the Company’s stockholders and certain other conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company with the Company being the surviving corporation in the merger.

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Upon the consummation of the merger, each share of WhiteWave common stock issued and outstanding immediately before 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 owned by Danone or any direct or indirect wholly owned subsidiary of Danone (including Merger Sub), which in each case will be cancelled for no consideration, and other than shares with respect to which the stockholder has properly exercised its appraisal rights) will be cancelled and converted into the right to receive $56.25 in cash, without interest, and subject to any applicable withholding taxes.

WhiteWave common stock is currently registered under the Exchange Act and is listed on the NYSE under the symbol “WWAV.” As a result of the merger, the Company will cease to be a publicly traded company and will be an indirect wholly owned subsidiary of Danone. Following the consummation of the merger, WhiteWave common stock will be delisted from the NYSE and deregistered under the Exchange Act, in each case in accordance with applicable law, rules and regulations.

Background of the Merger

As part of its ongoing evaluation of WhiteWave’s business, the WhiteWave board of directors, together with senior management, regularly reviews opportunities to increase stockholder value. WhiteWave’s long-term strategy includes investing in its categories and brands through effective marketing and new-product innovation, aided by investments in research and development. In addition, WhiteWave has continued to execute a disciplined capital investment strategy to expand its internal manufacturing and warehousing capacity, support new-product innovation, and improve the efficiency of its operations. In recent years, WhiteWave also has focused on increasing stockholder value by executing strategic acquisitions and integrating those acquisitions into its North American businesses. Among the acquisitions completed by WhiteWave in the last several years are Sequel Naturals Ltd., a leader in plant-based nutrition products marketed under the VEGA brand, Earthbound Farm fresh and frozen packaged produce, So Delicious plant-based foods and beverages, Wallaby Yogurt Company, Inc., a leading manufacturer and distributor of organic dairy products and EIEIO, Inc., a manufacturer, marketer and distributer of shelf-stable creamers and coffee beverages. In addition, WhiteWave engages with its stockholders on an ongoing basis to encourage dialogue between WhiteWave and its stockholders and to understand its stockholders’ perspectives.

On September 9, 2015, Gregg L. Engles, Chief Executive Officer of WhiteWave, and Edward F. Fugger, Executive Vice President, Strategy & Corporate Development of WhiteWave, attended Danone’s presentation at an industry conference. After the presentation, Mr. Engles and Emmanuel Faber, Chief Executive Officer of Danone, spoke briefly and discussed meeting again to exchange views on the industry and their respective businesses.

On January 14, 2016, Mr. Engles and Mr. Faber met in Paris, France while Mr. Engles was in Europe for unrelated business matters. At this meeting, Mr. Engles raised the possibility of strategic transactions involving WhiteWave and Danone. Messrs. Engles and Faber discussed the potential merits of various types of strategic transactions, including combining certain of WhiteWave’s and Danone’s businesses No plans were made for a subsequent meeting. That same day, an investment banker from Lazard Frères SAS, which together with Lazard Frères & Co. LLC (referred to together as “Lazard”) acted as Danone’s financial advisor, met with Mr. Fugger to discuss a potential small acquisition opportunity for WhiteWave unrelated to Danone. In the course of that discussion, the investment banker and Mr. Fugger discussed Mr. Fugger’s potentially meeting the new Chief Financial Officer of Danone, Cécile Cabanis.

In early February 2016, a media report identified activist interest in, and speculated regarding a possible takeover of, WhiteWave. WhiteWave was not, however, contacted by any potential buyer expressing an interest in an acquisition of WhiteWave.

Also in early February, the Lazard investment banker referenced above had a conversation with Mr. Fugger regarding the potential small acquisition opportunity. In the course of that conversation, the investment banker

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informed Mr. Fugger that Ms. Cabanis had expressed an interest in meeting Mr. Fugger. On February 10, 2016, Mr. Fugger e-mailed Ms. Cabanis to introduce himself and to suggest a meeting.

On March 8, 2016, Mr. Fugger and Ms. Cabanis met at lunch in New York City. During their conversation, Ms. Cabanis expressed Danone’s interest in discussing potential opportunities between Danone and WhiteWave, although she emphasized that any such conversations would need to be confidential and that Danone would not be interested in participating in a process involving multiple parties for an acquisition of WhiteWave if the WhiteWave board of directors determined to pursue such a path.

On March 10 and 11, 2016, the WhiteWave board of directors held a regularly scheduled meeting in Denver. At the board of directors meeting on March 11, members of senior management and representatives of Goldman Sachs, WhiteWave’s financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP (which we refer to as “Skadden”), WhiteWave’s legal counsel, were present during a portion of the meeting to discuss, among other things, the takeover environment and other matters of strategic interest. Representatives of Goldman Sachs (i) reviewed the mergers and acquisitions environment generally and with respect to the food industry in particular, (ii) provided financial perspectives regarding WhiteWave and its stock performance, (iii) provided perspectives regarding potential alternatives available to WhiteWave including a potential acquisition transaction being contemplated by WhiteWave, (iv) reviewed third parties that might have interest in exploring a potential transaction with WhiteWave, including Danone, and (v) discussed alternative paths that WhiteWave might pursue if its board of directors were to determine to pursue a proposal for a transaction with the Company. At the director-only dinner on March 10 and during the executive session of directors at the end of the meeting on March 11, Mr. Engles updated the board of directors about various topics, including certain stockholder interactions and the conversations with Mr. Faber and Ms. Cabanis. The board of directors discussed Danone’s interest in potential strategic transactions and authorized management to engage in further discussions with Danone to ascertain if Danone was interested in making a proposal for a transaction with the Company and what the nature of that transaction would be.

On March 18, 2016, in accordance with the board authorization, Mr. Fugger contacted Ms. Cabanis and advised her that WhiteWave was interested in further discussing the possibility of strategic transactions between WhiteWave and Danone.

On March 31, 2016, Mr. Fugger and Ms. Cabanis spoke, and Ms. Cabanis informed Mr. Fugger that Mr. Faber planned to contact Mr. Engles in early April to discuss the possibility of strategic transactions between WhiteWave and Danone, which could involve different structures.

On April 6, 2016, Mr. Faber contacted Mr. Engles to schedule a telephone call to discuss Danone’s interest in WhiteWave. During a telephone call later that afternoon, Mr. Faber informed Mr. Engles that Danone was interested in exploring a potential business combination transaction with WhiteWave. Mr. Faber indicated that while Danone would consider one of the strategic transactions that Mr. Engles had raised in January 2016, Danone’s preference was an acquisition of WhiteWave for cash. Messrs. Engles and Faber agreed that Mr. Fugger and Ms. Cabanis should follow up to determine the process for further discussion.

On April 11, 2016, Mr. Fugger and Ms. Cabanis spoke regarding the process for further discussion but did not come to any conclusion. They determined to speak again in the near future.

On April 18, 2016, WhiteWave’s board of directors met regarding unrelated matters. During that meeting, Mr. Engles updated the board on the discussions since its March 2016 meeting and the potential transactions between the companies that had been discussed. The WhiteWave board of directors discussed Danone’s potential interest in alternative transactions and authorized WhiteWave’s management to engage in further discussions with Danone.

On April 22, 2016, Mr. Fugger and Ms. Cabanis spoke again. Ms. Cabanis expressed Danone’s continued interest in pursuing a potential business combination transaction with WhiteWave and indicated Danone’s preference to focus on an acquisition of WhiteWave, rather than other types of potential strategic transactions. Ms. Cabanis

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again noted that Danone placed great importance on confidentiality and would not be willing to engage in a process involving multiple parties. Ms. Cabanis further advised that Danone would be willing to engage further following its annual general meeting and the release of WhiteWave’s first quarter 2016 results. Mr. Fugger and Ms. Cabanis agreed to schedule a follow-up meeting for the middle of May of 2016.

On May 11, 2016, the WhiteWave board of directors held a regularly scheduled meeting, with members of senior management and representatives of Goldman Sachs and Skadden in attendance. During the meeting, Mr. Engles and Blaine E. McPeak, WhiteWave’s Chief Operating Officer, provided an update on the Company’s business. Mr. Fugger then provided an update on interactions with Danone regarding Danone’s interest in a potential transaction involving WhiteWave. Representatives of Goldman Sachs (i) provided financial perspectives on WhiteWave and the equity market and general business environment, (ii) reviewed the status of discussions with Danone and potential next steps in those discussions and (iii) reviewed the potential for interest by third parties in a transaction with WhiteWave, including factors indicating why Danone might be the party most interested in pursuing a transaction with WhiteWave, and potential process alternatives available to WhiteWave. Following the discussion, WhiteWave’s board of directors determined that management should continue preliminary discussions with Danone in order to assess Danone’s interest in a possible business combination transaction involving WhiteWave. The WhiteWave board of directors considered process alternatives and whether to contact additional parties, and determined not to do so at that time in light of considerations including (i) uncertainty regarding whether Danone or any other party would be interested in an acquisition of WhiteWave that the board would find sufficiently attractive to pursue, (ii) the fact that Danone was the only party that had stated its interest in an acquisition of WhiteWave and the board’s belief, taking into account the perspectives provided by its financial advisor and WhiteWave’s management, that Danone was the company best positioned to provide the highest value for WhiteWave in light of the complementarity of the two companies’ businesses, opportunity for synergies and potential for earnings accretion from a transaction, (iii) the belief that if WhiteWave were to contact other parties, there was a significant risk that Danone would not make a proposal and (iv) the potential that exclusivity could be used to obtain a higher price from Danone than might be available otherwise. The board determined that it would consider the matter further after receiving additional feedback from Danone.

On May 20, 2016, Mr. Fugger and Ms. Cabanis met in Paris, France. During the course of their meeting, Ms. Cabanis told Mr. Fugger that Danone was in a position to pay a full and fair price to acquire WhiteWave. Ms. Cabanis reiterated her earlier statements regarding confidentiality and unwillingness to participate in a multi-party process. Ms. Cabanis indicated that Danone would require exclusivity as a condition to engaging in discussion of an acquisition of WhiteWave. Mr. Fugger stated that he would discuss these matters with Mr. Engles and WhiteWave’s board of directors. Mr. Fugger also expressed his belief that Danone would need to provide a compelling price in order for WhiteWave’s board of directors to consider exclusivity.

On May 23, 2016, the WhiteWave board of directors held a meeting via teleconference, with members of senior management and representatives of Goldman Sachs and Skadden in attendance. Mr. Fugger described his May 20, 2016 discussion with Ms. Cabanis. Representatives of Goldman Sachs reviewed preliminary financial analyses of WhiteWave and a potential transaction with Danone and reviewed the potential for interest on the part of third parties. The WhiteWave board of directors considered Danone’s request for exclusivity in light of the factors considered by the board at its May 11 meeting, including the fact that Danone remained the only party that had stated its interest in an acquisition of WhiteWave, the board’s belief that Danone was the company best positioned to provide the highest value for WhiteWave, the belief that if WhiteWave were to contact other parties, there was a significant risk that Danone would not make a proposal and the potential that exclusivity could be used to obtain a higher price from Danone than might be available otherwise, and determined that while it did not intend to contact any additional parties at that time, it would not then enter into an exclusivity agreement, although it might be willing to do so in the future if appropriate. WhiteWave’s board of directors directed management to continue discussions with Danone on this basis.

On May 24, 2016, in accordance with the direction of WhiteWave’s board of directors, Mr. Fugger met with Ms. Cabanis in person in Amsterdam, the Netherlands. During the course of this meeting, Mr. Fugger expressed the interest of WhiteWave’s board of directors in engaging in discussions with respect to a possible sale of

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WhiteWave to Danone. In addition, Mr. Fugger and Ms. Cabanis discussed a potential process of engagement involving entry into a short-form non-disclosure agreement and the subsequent provision of limited confidential information by WhiteWave to Danone in order to allow Danone to make a preliminary proposal. Later that day, Mr. Fugger sent Ms. Cabanis a draft non-disclosure agreement that did not contain standstill or employee non-solicitation provisions.

On May 26, 2016 Mr. Fugger and Ms. Cabanis held a subsequent telephone call to discuss process further. Ms. Cabanis told Mr. Fugger that Danone would like to receive a management presentation from WhiteWave prior to making a proposal in order to allow Danone to make a well developed and attractive proposal. Mr. Fugger indicated that WhiteWave would be amenable to such an approach, but that given the additional information and access to management that would be made available to Danone, prior to the management presentation, Danone would need to enter into a new non-disclosure agreement containing, among other things, a standstill provision and an employee non-solicitation provision.

On May 27, 2016, Danone and WhiteWave executed the short-form non-disclosure agreement that did not contain a standstill provision. Later that day, WhiteWave provided summary financial and forecast information and synergy perspectives to Danone.

On May 30, 2016, representatives of Danone and representatives of WhiteWave had a call to discuss the materials provided by WhiteWave on May 27, 2016.

In early June 2016, a media report identified WhiteWave as a potential takeover target; however, WhiteWave was not contacted by any potential buyer expressing an interest in an acquisition of WhiteWave.

On June 8, 2016, Danone and WhiteWave entered into a non-disclosure agreement containing standstill and employee non-solicitation provisions, which superseded the earlier non-disclosure agreement and which we refer to as the “NDA.”

On June 10 and June 11, 2016, WhiteWave made a management presentation to key members of Danone management in Paris, France during which WhiteWave provided an overview of its business to Danone, including a review of its perspectives on potential synergy opportunities that could result from an acquisition of WhiteWave by Danone. Representatives of Goldman Sachs and Lazard also attended the management presentation. Ms. Cabanis indicated that Danone would provide an indication of value late in the week of June 19, 2016.

Between June 12, 2016 and June 19, 2016, Danone requested certain additional information, which WhiteWave provided, and management from WhiteWave participated in due diligence calls to answer questions from Danone’s management.

On June 24, 2016, Ms. Cabanis telephoned Mr. Fugger to continue discussions regarding a potential transaction. During this conversation, Ms. Cabanis advised Mr. Fugger that Danone would deliver a written proposal to acquire WhiteWave for cash consideration of $53.00 per share. Ms. Cabanis informed Mr. Fugger that the proposal was supported by the strategic committee of Danone’s board of directors, required customary deal protection terms and contemplated discussions on an exclusive basis. Shortly thereafter, Danone delivered a letter to WhiteWave that reaffirmed its interest in a potential acquisition by Danone and proposed the $53.00 per share price on the basis of an exclusive engagement.

On June 26, 2016, the WhiteWave board of directors met in Denver to discuss Danone’s proposal, with members of senior management and representatives of Goldman Sachs and Skadden in attendance. During this meeting, Messrs. Engles and McPeak updated WhiteWave’s board of directors with respect to WhiteWave’s business, Mr. Engles provided an update as to the status of the discussions with Danone, and WhiteWave’s board of directors reviewed the proposal received from Danone. Representatives of Goldman Sachs (i) provided preliminary

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financial analyses of WhiteWave and a potential transaction with Danone, (ii) reviewed potential responses to Danone and process alternatives and (iii) reviewed other potential acquirors of WhiteWave. Representatives of Skadden reviewed legal matters and reviewed with WhiteWave’s board of directors illustrative merger agreement terms. The WhiteWave board of directors noted that there had been no inbound expressions of interest in an acquisition of the Company from other parties following the early June media report identifying WhiteWave as a potential takeover target. After discussion, WhiteWave’s board of directors determined to reject Danone’s June 24, 2016 proposal and instructed Goldman Sachs to communicate this rejection to Lazard, but to indicate to Lazard that WhiteWave’s board of directors remained willing to continue discussion of a potential transaction at a higher price. The WhiteWave board of directors also authorized senior management to continue to engage in discussions with Danone regarding a potential transaction. Later that day, a representative of Goldman Sachs delivered the message to a representative of Lazard in a telephone conversation and conveyed that the WhiteWave board of directors would need to see a meaningful improvement in price offered by Danone.

On June 27, 2016, a representative of Lazard contacted a representative of Goldman Sachs to propose a meeting between representatives of WhiteWave and Danone.

On June 28, 2016, representatives of WhiteWave and Danone, including Messrs. Engles and Faber, met in person in New York. At that meeting, Danone indicated that it would be willing to increase its offer to $55.00 per share. The WhiteWave representatives informed the Danone representatives that a higher price and a low termination fee would be necessary. After discussion between representatives of WhiteWave and Danone of price and termination fee, Danone indicated that it would be willing to increase its offer to $56.00 per share. After further discussion of price and termination fee, Danone indicated that it was prepared to increase its proposal to $56.25 per share and agree to a termination fee of 3.0% of the equity value of WhiteWave at the transaction price, on the condition that WhiteWave engage in exclusive negotiations with Danone regarding the transaction for a two-week period. Mr. Engles advised Mr. Faber that he would be prepared to recommend a proposal on these terms to the WhiteWave board of directors. In addition, Mr. Faber asked Mr. Engles if he would be willing to join Danone’s board of directors following completion of the merger, though this was not a condition of Danone’s proposal. Mr. Engles indicated he would be willing to do so if the parties were able to come to a final agreement and consummate the transaction.

On June 29, 2016, Danone sent WhiteWave a letter setting out the terms of its revised proposal, including a price of $56.25 per share, a 3.0% termination fee and a form of an exclusivity agreement proposing exclusivity through July 12, 2016.

On June 30, 2016, the WhiteWave board of directors met. At this meeting, representatives from Goldman Sachs provided a preliminary review of the financial aspects of Danone’s revised proposal and preliminary financial analyses with respect to WhiteWave. Following discussion of the terms proposed by Danone and Danone’s request that Mr. Engles join Danone’s board of directors following consummation of a transaction, the WhiteWave board of directors instructed management to proceed with the negotiation of additional terms towards a definitive agreement with Danone on the basis of Danone’s proposal of $56.25 per share and a 3.0% termination fee. The WhiteWave board of directors also determined to grant exclusivity to Danone through July 12, 2016.

On June 30, 2016, WhiteWave and Danone entered into an exclusivity agreement, which provided that WhiteWave engage exclusively with Danone regarding a potential transaction until July 12, 2016. Later that day, Wachtell Lipton Rosen & Katz, which we refer to as “Wachtell Lipton,” Danone’s legal counsel, provided Skadden with a draft merger agreement.

During the period from June 30, 2016 through July 6, 2016, WhiteWave and Danone’s management and advisors worked to finalize the definitive transaction documents and Danone’s due diligence review of WhiteWave.

On July 2, 2016, representatives of Wachtell Lipton and Skadden discussed the terms of the merger agreement.

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On July 3, 2016, Skadden provided Wachtell Lipton a revised draft of the merger agreement. Later that day, representatives of Skadden and Wachtell Lipton discussed the revised draft of the merger agreement. During the evening of July 3, 2016, representative of the parties had a conference call to discuss certain open matters. Key issues discussed included, among others, the scope of WhiteWave’s right to engage with third parties after entering into the merger agreement, events that could result in payment of a termination fee to Danone, and efforts required to be taken by the parties to obtain applicable antitrust approvals.

On July 4, 2016, Ms. Cabanis contacted Mr. Fugger to indicate that Danone had received a press inquiry regarding a potential transaction that Danone was pursuing, although the inquiry did not identify WhiteWave as a target. Ms. Cabanis and Mr. Fugger agreed to seek to accelerate negotiations so that an announcement of the transaction could occur by July 7, 2016 if the respective boards of directors determined to do so. That same day, Wachtell Lipton delivered a revised draft of the merger agreement to Skadden. Subsequently, representatives of Wachtell Lipton and Skadden discussed and negotiated open legal issues in the merger agreement.

On July 5, 2016, Mr. Fugger spoke with Ms. Cabanis by telephone to discuss open business issues; and representatives of the parties met in person in New York at Wachtell Lipton’s offices in order to discuss and negotiate the remaining open issues related to the merger agreement and related disclosure schedules, with additional representatives of Danone joining the discussion by telephone. The representatives of the parties negotiated the remaining open issues, which included, among others, issues with respect to WhiteWave’s non-solicitation obligations, triggers for paying a termination fee and efforts required to be taken by the parties to obtain applicable antitrust approvals to consummate the merger.

Late in the day on July 5, 2016 and into July 6, 2016, representatives of the parties further negotiated, and reached resolution on, the remaining open points of the merger agreement, which included, among others, issues with respect to WhiteWave’s non-solicitation obligations, triggers for paying a termination fee and the parties’ required efforts to obtain applicable antitrust approvals. During these negotiations, Danone and WhiteWave agreed to certain limitations on Danone’s obligation to divest assets in order to obtain antitrust approval.

In the afternoon of July 6, 2016, WhiteWave’s board of directors met at Skadden’s offices to consider the Danone offer and terms of the merger agreement. Representatives of Goldman Sachs and Skadden also were in attendance. Skadden representatives reviewed legal matters and the terms of the merger agreement. Representatives of Goldman Sachs reviewed Goldman Sachs’ financial analyses in connection with the merger and rendered its oral opinion to the WhiteWave board of directors, subsequently confirmed by delivery of a written opinion, dated July 6, 2016, that, as of such date and based upon and subject to the factors and assumptions set forth in such opinion, the $56.25 in cash, without interest, per share merger consideration to be paid to the holders (other than Danone and its affiliates) of the outstanding shares of WhiteWave common stock pursuant to the merger agreement was fair from a financial point of view to such holders. During the meeting, the independent, non-executive members of the board of directors met separately with representatives from Skadden and WhiteWave’s general counsel to discuss the proposed transaction. After discussing the proposed transaction and considering the presentations by Skadden and Goldman Sachs, the WhiteWave board of directors unanimously determined the transaction with Danone to be advisable and in the best interests of WhiteWave’s stockholders, determined to approve the merger agreement and resolved to recommend adoption of the merger agreement by WhiteWave’s stockholders. Following the meeting, Danone and WhiteWave confirmed to each other that their respective boards of directors had approved the transaction, and the merger agreement was executed by the parties later on July 6, 2016.

On July 7, 2016, prior to the opening of trading of Danone’s common stock on Euronext, Danone and WhiteWave issued a joint press release announcing the execution of the merger agreement.

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Recommendation of the WhiteWave Board of Directors and Reasons for the Merger

Recommendation of our Board of Directors

The WhiteWave board of directors, after considering the various factors described below, (i) unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of WhiteWave and its stockholders, (ii) declared the merger agreement advisable under Delaware law and (iii) unanimously approved, adopted and authorized the merger agreement and the transactions contemplated by the merger agreement, including the merger.

WhiteWave’s Board of Directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the proposal to approve, by non-binding advisory vote, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger and (iii) “FOR” the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Reasons for the Merger

In recommending that stockholders vote in favor of the proposal to adopt the merger agreement, the WhiteWave board of directors considered a number of factors, including the following:

Multiples of various EBITDA and adjusted EBITDA measures represented by the enterprise value of WhiteWave implied by the $56.25 per share merger consideration were:

The multiples of price to earnings (known as the price earnings ratio) implied by the $56.25 per share merger consideration were:

The $56.25 per share merger consideration represented a premium to historic trading prices, including a premium of approximately:

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The WhiteWave board of directors also considered a number of uncertainties and risks concerning the merger, including the following:

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The foregoing discussion is not meant to be exhaustive, but summarizes the material factors considered by the WhiteWave board of directors in its consideration of the merger. After considering these and other factors, the WhiteWave board of directors concluded that the potential benefits of the merger outweighed the uncertainties and risks. In view of the variety of factors considered by the WhiteWave board of directors and the complexity of these factors, the WhiteWave board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the WhiteWave board of directors applied his or her own personal business judgment to the process and may have assigned different weights to different factors. Based upon the totality of the information presented to and considered by the WhiteWave board of directors, the WhiteWave board of directors unanimously approved the merger agreement and the consummation of the merger in accordance with the terms and subject to the conditions of the merger agreement and recommends that WhiteWave stockholders adopt the merger agreement.

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Opinion of WhiteWave’s Financial Advisor

Goldman Sachs rendered its opinion to WhiteWave’s board of directors that, as of July 6, 2016, and based upon and subject to the factors and assumptions set forth therein, the $56.25 in cash, without interest, per share merger consideration to be paid to the holders (other than Danone and its affiliates) of the outstanding shares of WhiteWave common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated July 6, 2016, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided its opinion for the information and assistance of WhiteWave’s board of directors in connection with its consideration of the merger. The Goldman Sachs opinion does not constitute a recommendation as to how any holder of the outstanding shares of WhiteWave common stock should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of WhiteWave’s senior management regarding their assessment of the past and current business operations, financial condition and future prospects of WhiteWave; reviewed the reported price and trading activity for WhiteWave common stock; compared certain financial and stock market information for WhiteWave with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the food and beverage industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with WhiteWave’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with WhiteWave’s consent that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of WhiteWave. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of WhiteWave or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

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Goldman Sachs’ opinion does not address the underlying business decision of WhiteWave to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to WhiteWave; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, WhiteWave or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Danone and its affiliates) of the outstanding shares of WhiteWave common stock, as of the date of the opinion, of the $56.25 in cash, without interest, per share merger consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of WhiteWave; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of WhiteWave, or class of such persons, in connection with the merger, whether relative to the $56.25 in cash, without interest, per share merger consideration to be paid to the holders (other than Danone and its affiliates) of the outstanding shares of WhiteWave common stock pursuant to the merger agreement or otherwise. Goldman Sachs does not express any opinion as to the impact of the merger on the solvency or viability of WhiteWave or Danone or the ability of WhiteWave or Danone to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the board of directors of WhiteWave in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 1, 2016, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices and volumes for WhiteWave common stock and analyzed the $56.25 in cash, without interest, per share merger consideration to be paid to holders of the outstanding shares of WhiteWave common stock pursuant to the merger agreement in relation to the market price of shares of WhiteWave common stock on July 1, 2016, the 52-week high and low market price of shares of WhiteWave common stock for the period ended July 1, 2016, the volume-weighted average market price of shares of WhiteWave common stock for the 1-month, 2-month, 3-month, 6-month and 1-year periods ended July 1, 2016, and the volume-weighted average market price of shares of WhiteWave common stock between its initial public offering and July 1, 2016.

This analysis indicated that the price per share to be paid to WhiteWave shareholders pursuant to the merger agreement represented a premium of:

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Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of the future value per share of WhiteWave common stock using next twelve months adjusted price to earnings multiples, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s estimated future earnings and its assumed price to future earnings per share multiple. For purposes of this analysis, Goldman Sachs calculated the illustrative future value per share of WhiteWave common stock at the beginning of each of the fiscal years 2017 and 2018 by applying next twelve month price to earnings per share multiples ranging from 18.8x to 28.8x to estimated adjusted earnings per share of WhiteWave common stock from the Forecasts (which adjusted earnings per share estimates exclude losses related to WhiteWave’s China joint venture with Mengniu) for the fiscal years 2017 and 2018, discounting back to July 1, 2016 using a discount rate of 10.0%, reflecting an estimate of WhiteWave’s cost of equity. For the purposes of this analysis, Goldman Sachs assumed, at the direction of WhiteWave and as reflected in the Forecasts, that WhiteWave would not issue any dividends. This analysis resulted in an illustrative range of implied present values based on fiscal year 2018 of $33 to $50 (values rounded) per share of WhiteWave common stock.

Goldman Sachs also performed an illustrative analysis of the implied present value of the future value per share of WhiteWave common stock using enterprise value to next twelve month EBITDA multiples. For purposes of this analysis, Goldman Sachs first calculated the illustrative enterprise values of WhiteWave at the beginning of each of the fiscal years 2017 and 2018 by applying next twelve month EBITDA multiples ranging from 11.8x to 15.5x to WhiteWave’s respective next twelve months adjusted EBITDA estimates for the fiscal years 2017 and 2018 using the Forecasts (which adjusted EBITDA estimates exclude losses related to WhiteWave’s China joint venture with Mengniu). Goldman Sachs then subtracted the net debt as of the prior fiscal year-end as related in the Forecasts from the illustrative enterprise values in order to calculate the implied future equity values. The total value was divided by the projected beginning of fiscal year fully diluted shares of WhiteWave common stock outstanding, as provided by WhiteWave management. Goldman Sachs then calculated the implied present values of the implied per share future values of WhiteWave common stock by discounting to present values as of July 1, 2016 using a discount rate of 10.0%, reflecting an estimate of WhiteWave’s cost of equity. This analysis resulted in an illustrative range of implied present values based on fiscal year 2018 of $36 to $50 (values rounded) per share of WhiteWave common stock.

Illustrative Discounted Cash Flow Analysis. Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on WhiteWave. Using discount rates ranging from 7.5% to 9.5%, reflecting estimates of WhiteWave weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2016, (i) estimates of unlevered free cash flow for WhiteWave for the years 2016 through 2026 as reflected in the Forecasts and (ii) a range of illustrative terminal values for WhiteWave, which were calculated by applying perpetuity growth rates ranging from 2.5% to 3.5%, to a terminal year estimate of the unlevered free cash flow to be generated by WhiteWave, as reflected in the Forecasts (which analysis implied exit terminal year adjusted EBITDA multiples ranging from 7.9x to 14.0x, which adjusted EBITDA estimates exclude losses related to WhiteWave’s China joint venture with Mengniu). Stock-based compensation expense (other than grants in connection with WhiteWave’s initial public offering) was treated as a cash expense for purposes of determining unlevered free cash flow. Goldman Sachs derived ranges of illustrative enterprise values for WhiteWave by adding the ranges of present values it derived above. Goldman Sachs then subtracted the net debt as of the quarter ended March 31, 2016 from the range of illustrative enterprise values it derived for WhiteWave, in each case, as provided by the management of WhiteWave to derive a range of illustrative equity values for

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WhiteWave. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of WhiteWave, as provided by the management of WhiteWave to derive a range of illustrative present values per share ranging from $32 to $63 (values rounded).

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the food and beverage industry:

Although none of the selected transactions is directly comparable to the merger, the target companies in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain operations of WhiteWave, such that the selected transactions may be considered similar to the merger. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the target company based on the announced transaction price as a multiple of the target company’s EBITDA for the most recently reported last twelve months ending prior to the announcement of the transaction.

The following table presents the results of this analysis:

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Based on its review of the selected transactions and its professional judgment and experience, Goldman Sachs applied illustrative enterprise value to last twelve month adjusted EBITDA multiples ranging from 12.1x to 23.7x to WhiteWave’s last twelve month adjusted EBITDA (which last twelve month adjusted EBITDA is pro forma for WhiteWave’s acquisitions of Sequel Naturals Ltd and Wallaby Yogurt Company, Inc. and excludes losses related to WhiteWave’s China joint venture with Mengniu) to derive illustrative values per share of WhiteWave common stock ranging from $24 to $57 (values rounded).

Selected Historical Premia Analysis. Goldman Sachs reviewed and analyzed the acquisition premia for all-cash acquisitions of United States public companies valued at between $5 billion and $20 billion and announced between January 1, 2010 and July 1, 2016. Announced premia were calculated relative to the target’s closing share price one day prior to announcement of the applicable transaction.

The following table summarizes the results of this analysis:

Goldman Sachs calculated the average premia range for historical transactions from the results described above to the price per share of WhiteWave common stock as of June 30, 2016 which was the last day prior to the announcement by The Hershey Company that it had rejected an offer from Mondelez International, Inc. which resulted in significant positive stock market reactions by many food and beverage companies, to derive an illustrative value range per share of WhiteWave common stock from $54 to $63 (values rounded).

General. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to WhiteWave or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to WhiteWave’s board of directors as to the fairness from a financial point of view to the holders (other than Danone and its affiliates) of the outstanding shares of WhiteWave common stock, as July 6, 2016, of the $56.25 in cash, without interest, per share merger consideration to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of WhiteWave, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

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The $56.25 in cash, without interest, per share merger consideration was determined through arm’s-length negotiations between WhiteWave and Danone and was approved by WhiteWave’s board of directors. Goldman Sachs provided advice to WhiteWave during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to WhiteWave or its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to WhiteWave’s board of directors was one of many factors taken into consideration by the WhiteWave board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of WhiteWave, Danone, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transaction contemplated by the merger agreement. Goldman Sachs has acted as financial advisor to WhiteWave in connection with, and participated in certain of the negotiations leading to, the merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to WhiteWave and/or its affiliates from time to time. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to WhiteWave, Danone and their respective affiliates for which its Investment Banking Division may receive compensation. During the two year period ended July 6, 2016, the Investment Banking Division of Goldman Sachs had not performed any financial advisory and/or underwriting services for Danone or its affiliates for which it has received compensation.

WhiteWave’s board of directors of selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated June 30, 2016, WhiteWave engaged Goldman Sachs to act as its financial advisor in connection with the contemplated merger. The engagement letter between WhiteWave and Goldman Sachs provides for a transaction fee that is estimated at approximately $44 million, all of which is contingent upon consummation of the merger. In addition, WhiteWave has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

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.

CERTAIN FORECASTS AND EXTRAPOLATIONS (1)

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.

Golden Parachute Compensation

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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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ADVISORY VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION (PROPOSAL 2)

The Non-Binding Advisory Proposal

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide our stockholders with the opportunity to vote to approve, on an non-binding advisory basis, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger, as disclosed in the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Potential Payments to Named Executive Officers in Connection with the Merger” beginning on page 48 and “— Golden Parachute Compensation” beginning on page 48 of this proxy statement. In general, the various plans and arrangements pursuant to which these compensation payments may be made formed part of the Company’s overall compensation program for its named executive officers, and have previously been disclosed to our stockholders as part of the Compensation Discussion and Analysis and related sections of our annual proxy statements. The compensation committee of the WhiteWave board of directors, which is composed solely of independent directors, believes such compensatory arrangements to be reasonable.

The WhiteWave board of directors encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement. The WhiteWave board of directors unanimously recommends that you vote “FOR” the following resolution:

“RESOLVED, that the stockholders of WhiteWave approve, on a nonbinding advisory basis, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Potential Payments to Named Executive Officers in Connection with the Merger” in WhiteWave’s proxy statement for the special meeting.”

Company stockholders should note that this proposal is not a condition to completion of the merger and, as an advisory vote, the result will not be binding on the Company or the WhiteWave board of directors. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated our named executive officers will be entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

The WhiteWave board of directors unanimously recommends that you vote “FOR” the proposal to approve, by a non-binding advisory vote, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger.

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ADJOURNMENT OF THE SPECIAL MEETING (PROPOSAL 3)

Company stockholders may be asked to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

The Company does not intend to call a vote on this proposal if Proposal No. 1 is approved by the requisite number of WhiteWave common stock at the special meeting.

The WhiteWave board of directors unanimously recommends that stockholders vote “FOR” the proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

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MARKET PRICES AND DIVIDEND DATA

WhiteWave common stock is traded on the NYSE under the symbol “WWAV.”

As of the close of business on the record date for the special meeting, there were 177,224,934 shares of WhiteWave common stock outstanding and entitled to vote, held by approximately 3,072 holders of record of WhiteWave common stock. The following table sets forth during the periods indicated the high and low sales prices of WhiteWave common stock as reported on the NYSE, and the cash dividends declared per share for the periods indicated:

Under our current dividend policy, we have never declared or paid any cash dividends on WhiteWave common stock and have retained all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business and for general corporate purposes. Under the terms of the merger agreement, from the date of the merger agreement until the earlier of the effective time of the merger or the termination of the merger agreement, we may not declare or pay any dividends on WhiteWave common stock without Danone’s written consent.

The closing sale price of WhiteWave common stock on July 6, 2016, which was the last trading day prior to announcement of the merger agreement, was $47.43 per share. On August 29, 2016 the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for WhiteWave common stock was $55.48 per share. You are encouraged to obtain current market quotations for WhiteWave common stock in connection with voting your shares of WhiteWave common stock.

Following the merger, there will be no further market for WhiteWave common stock and we anticipate that our stock will be delisted from the NYSE and deregistered under the Exchange Act. As a result, following the merger and such deregistration, we would no longer file periodic reports with the SEC.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of WhiteWave common stock as of August 25, 2016 (except as otherwise noted below) for (i) each named executive officer of WhiteWave, (ii) each director of WhiteWave and (iii) all such executive officers and directors as a group.

Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o WhiteWave, 1225 Seventeenth Street, Suite 1000, Denver, Colorado 80202. We have determined beneficial ownership in accordance with the rules of the SEC, which provide that beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after August 25, 2016, through the exercise of any stock option or any other right. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of WhiteWave common stock that they beneficially own. We have based our calculation of the percentage of beneficial ownership on 177,224,934 shares of WhiteWave common stock outstanding, which is all of the outstanding shares of WhiteWave common stock as of August 25, 2016.

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The following table sets forth information regarding each person who we believe, based on such person’s SEC filings, beneficially owned more than 5% of WhiteWave’s outstanding common stock as of August 25, 2016.

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APPRAISAL RIGHTS

If the merger agreement is adopted by Company stockholders, stockholders who do not vote in favor of the proposal to adopt the merger agreement and who properly exercise and perfect their demand for appraisal of their shares in accordance with Section 262 of the DGCL, which we refer to as Section 262, will be entitled to appraisal rights in connection with the merger.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached as Annex C to this proxy statement. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of WhiteWave common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of WhiteWave common stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of WhiteWave common stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee.

Under Section 262, holders of shares of WhiteWave common stock who do not vote in favor of the proposal to adopt the merger agreement, who continuously are the record holders of such shares through the effective time of the merger, and who otherwise follow the procedures set forth in Section 262 will be entitled to the appraisal by the Delaware Court of Chancery of the fair value of their shares of WhiteWave common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value of the shares from the effective date of the merger, as determined by the court.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes WhiteWave’s notice to its stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is attached as Annex C to this proxy statement. In connection with the merger, any holder of WhiteWave common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the per share merger consideration described in the merger agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of WhiteWave common stock, WhiteWave believes that if a stockholder considers exercising such rights, such stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of WhiteWave common stock must do ALL of the following:

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Filing Written Demand

Any holder of shares of WhiteWave common stock wishing to exercise appraisal rights must deliver to WhiteWave, before the vote on the adoption of the merger agreement at the special meeting at which the proposal to adopt the merger agreement will be submitted to the stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not submit a blank proxy or vote in favor of the proposal to adopt the merger agreement. A holder of shares of WhiteWave common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective time of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the proposal to adopt the merger agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the proposal to adopt the merger agreement, abstain from voting on the proposal to adopt the merger agreement or not vote its shares. Neither voting against the proposal to adopt the merger agreement nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to adopt the merger agreement. A proxy or vote against the proposal to adopt the merger agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the proposal to adopt the merger agreement at the special meeting of the Company’s stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of WhiteWave common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of WhiteWave common stock should be executed by or on behalf of the holder of record, and must reasonably inform WhiteWave of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS, AND WHO WISH TO EXERCISE APPRAISAL RIGHTS, SHOULD CONSULT WITH THEIR BROKERS, BANKS AND NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BROKER, BANK OR OTHER NOMINEE HOLDER TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER, BANK OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to WhiteWave, 1225 Seventeenth Street, Suite 1000, Denver, CO 80202, Attention: Corporate Secretary.

Any holder of WhiteWave common stock may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the merger agreement by delivering to WhiteWave a written withdrawal of the

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demand for appraisal within 60 days after the effective date of the merger. However, any such attempt to withdraw the demand made more than 60 days after the effective time of the merger will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just.

Notice by the Surviving Corporation

If the merger is completed, within ten days after the effective time of the merger, the surviving corporation will notify each holder of WhiteWave common stock who has complied with Section 262, and who has not voted in favor of the proposal to adopt the merger agreement, that the merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the effective time of the merger, but not thereafter, the surviving corporation or any holder of WhiteWave common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The surviving corporation is under no obligation to and has no present intention to file a petition, and holders should not assume that the surviving corporation will file a petition or initiate any negotiations with respect to the fair value of shares of WhiteWave common stock. Accordingly, any holders of WhiteWave common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of shares of WhiteWave common stock within the time and in the manner prescribed in Section 262. The failure of a holder of WhiteWave common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the effective time of the merger, any holder of WhiteWave common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the proposal to adopt the merger agreement and with respect to which WhiteWave has received demands for appraisal and the aggregate number of holders of such shares. The surviving corporation must mail this statement to the requesting stockholder within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the surviving corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of WhiteWave common stock and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated within 20 days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder.

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Determination of Fair Value

After determining the holders of WhiteWave common stock entitled to appraisal, the Delaware Court of Chancery will appraise the fair value of the shares of WhiteWave common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL. Although WhiteWave believes that the per share merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per share merger consideration. Neither WhiteWave nor Danone anticipates offering more than the per share merger consideration to any stockholder of WhiteWave exercising appraisal rights, and each of WhiteWave and Danone reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the fair value of a share of WhiteWave common stock is less than the per share merger consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of WhiteWave common stock under Section 262 fails to perfect, or loses or successfully withdraws, such holder’s right to appraisal, the stockholder’s shares of WhiteWave common stock will be deemed to have been converted at the effective time of the merger into the right to receive the per share merger consideration applicable to the shares, less applicable withholding taxes. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the merger or if the stockholder delivers to the surviving corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the per share merger consideration in accordance with Section 262.

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From and after the effective time of the merger, no stockholder who has demanded appraisal rights will be entitled to vote WhiteWave common stock for any purpose, or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of WhiteWave common stock, if any, payable to stockholders of WhiteWave of record as of a time prior to the effective time of the merger; provided, however, that if no petition for an appraisal is filed, or if the stockholder delivers to the surviving corporation a written withdrawal of the demand for an appraisal and an acceptance of the merger, either within 60 days after the effective time of the merger or thereafter with the written approval of the surviving corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder of WhiteWave without the approval of the court.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder of WhiteWave wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

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FUTURE STOCKHOLDER PROPOSALS

If the merger is completed, WhiteWave will have no public stockholders and there will be no public participation in any of our future stockholder meetings. WhiteWave intends to hold its 2017 annual meeting of stockholders only if the merger is not completed by that time. If the merger is not completed, the Company’s stockholders will continue to be entitled to attend and participate in our stockholder meetings. Company stockholders may submit proposals on matters appropriate for stockholder action at meetings of our stockholders in accordance with Rule 14a-8 of the Exchange Act. To be submitted for inclusion in the proxy statement for the 2017 annual meeting, stockholder proposals must have satisfied all applicable requirements of Rule 14a-8 and must have been received by the Corporate Secretary of WhiteWave no later than the close of business on November 30, 2016, assuming we do not change the date of the 2017 annual meeting by more than 30 days from the date of the 2016 annual meeting, which was held on May 12, 2016. Nothing in this paragraph shall be deemed to require WhiteWave to include in its proxy statement and proxy relating to the 2017 annual meeting any stockholder proposal that may be omitted from the proxy materials of WhiteWave under applicable regulations of the Exchange Act in effect at the time such proposal is received.

The Company’s Amended and Restated By-Laws also establish an advance notice procedure with regard to director nominations and stockholder proposals that are not submitted for inclusion in our proxy materials, but that a stockholder instead wishes to present directly at an annual meeting. To be properly brought before the 2017 annual meeting of stockholders, a notice of the nomination or the matter the stockholder wishes to present at the meeting must be delivered to: Corporate Secretary, WhiteWave, 1225 Seventeenth Street, Suite 1000, Denver, Colorado 80202, not less than 90 or more than 120 days prior to the anniversary date of last year’s annual meeting. As a result, any notice given by or on behalf of a stockholder pursuant to these provisions of the Company’s Amended and Restated By-Laws (and not pursuant to Exchange Act Rule 14a-8) is due no earlier than January 12, 2017, and no later than February 11, 2017. However, in the event that the annual meeting is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary date of the previous year’s annual meeting, notice by the stockholder in order to be timely must be so received no earlier than the one-hundred and twentieth (120th) day prior to such annual meeting but not later than the close of business on the later of (i) the ninetieth (90th) day prior to such annual meeting or (ii) the tenth (10th) day following the day on which notice of the date of the 2017 annual meeting is mailed or we provide public disclosure of the date of the annual meeting is made, whichever first occurs. All director nominations and stockholder proposals must comply with the requirements of the Company’s Amended and Restated By-Laws, a copy of which may be obtained at no cost from the Corporate Secretary of the Company.

The chairman of the stockholders meeting may refuse to allow the transaction of any business not presented beforehand or to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy statements and other information that we file electronically with the SEC. The address of that website is www.sec.gov.

The Company’s filings referred to above are also available on our internet website, www.whitewave.com, under “Investor Relations”, without charge. Information contained in our internet website does not constitute a part of this proxy statement. In addition, you may obtain a copy of the reports, without charge, by contacting the Company at the following address and phone number: 1225 Seventeenth Street, Suite 1000, Denver, Colorado 80202, Attention: Corporate Secretary, telephone (303) 635-4500. Each such request must set forth a good faith representation that, as of the record date, the person making the request was a beneficial owner of WhiteWave common stock entitled to vote at the special meeting. In order to ensure timely delivery of such documents before the special meeting, any such request should be made promptly to the Company. A copy of any exhibit to a filing may be obtained upon request by a stockholder (for a fee limited to the Company’s reasonable expenses in furnishing the exhibit) to WhiteWave, 1225 Seventeenth Street, Suite 1000, Denver, Colorado 80202, Attention: Investor Relations, telephone (303) 635-4747.

The SEC allows us to “incorporate by reference” into this proxy statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. Information in documents that is deemed, in accordance with SEC rules, to be furnished and not filed will not be deemed to be incorporated by reference into this proxy statement. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement, and before the date of the special meeting:

No persons have been authorized to give any information or to make any representations other than those contained in this proxy statement, and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person. This proxy statement is dated August 30, 2016. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders does not and will not create any implication to the contrary.

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Annex A

Execution Version

AGREEMENT AND PLAN OF MERGER

by and among

THE WHITEWAVE FOODS COMPANY,

DANONE S.A.,

and

JULY MERGER SUB INC.

Dated as of July 6, 2016

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