The complaint charges WhiteWave, its Board of Directors and Danone with breaches of fiduciary duty, aiding and abetting breaches of fiduciary duty and/or violations of the Securities Exchange Act of 1934 ("1934 Act") arising out of defendants' efforts to complete the sale of WhiteWave to Danone pursuant to an unfair process and for an unfair price (the "Proposed Acquisition"). WhiteWave manufactures, markets and sells branded plant-based foods and beverages, coffee creamers and beverages, premium dairy products and organic produce.
On July 7, 2016, WhiteWave and Danone announced they had entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which WhiteWave stockholders will receive $56.25 in cash for each share of WhiteWave stock they hold. The Merger Agreement provides that a Danone subsidiary will merge with and into WhiteWave, with WhiteWave continuing as the surviving corporation and becoming a direct or indirect wholly-owned subsidiary of Danone. On August 15, 2016, WhiteWave announced that the stockholder vote on the Proposed Acquisition will be held on October 4, 2016.
The complaint alleges that in an attempt to secure shareholder support for the Proposed Acquisition, on July 29, 2016, defendants issued a materially false and misleading Preliminary Proxy Statement on Schedule 14A (the "Proxy"). The Proxy, which recommends that WhiteWave shareholders vote in favor of the Proposed Acquisition, omits and/or misrepresents material information about the unfair sales process for the Company, conflicts of interest that corrupted the sales process, the unfair consideration offered in the Proposed Acquisition and the actual intrinsic value of the Company on a standalone basis and as a merger partner for Danone, in contravention of §§14(a) and 20(a) of the 1934 Act and/or defendants' fiduciary duty of disclosure under state law. The omitted and/or misrepresented information is material to the impending decision of WhiteWave shareholders on whether or not to vote in favor of the Proposed Acquisition.
Plaintiff seeks injunctive relief on behalf of holders of WhiteWave common stock on August 25, 2016. The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.
Robbins Geller is widely recognized as one of the leading law firms advising U.S. and international institutional investors in securities litigation and portfolio monitoring. With 200 lawyers in 10 offices, Robbins Geller has obtained many of the largest securities class action recoveries in history and was ranked first in both the total amount and number of shareholder class action recoveries in ISS's SCAS Top 50 Report for the last two years. Robbins Geller attorneys have shaped the law in the areas of securities litigation and shareholder rights and have recovered tens of billions of dollars on behalf of the Firm's clients. Robbins Geller not only secures recoveries for defrauded investors, it also strives to implement corporate governance reforms, helping to improve the financial markets for investors worldwide. Please visit http://www.rgrdlaw.com for more information.
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SOURCE Robbins Geller Rudman & Dowd LLP