UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   April 5, 2017

The WhiteWave Foods Company
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-35708 46-0631061
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1225 Seventeenth Street, Suite 1000, Denver, Colorado   80202
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (303) 635-4500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On April 6, 2017, The WhiteWave Foods Company ("WhiteWave") issued a press release, attached as Exhibit 99, reporting that the U.S. District Court for the District of Columbia (the "Court") has signed an order allowing the closing of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of July 6, 2016 (the "Merger Agreement"), by and among WhiteWave, Danone S.A. ("Danone") and July Merger Sub Inc. ("Merger Sub"), pursuant to which, among other things, it is proposed that Danone will acquire WhiteWave for $56.25 per share in an all-cash transaction in which WhiteWave will merge with Merger Sub (the "Merger").

The Merger is expected to occur within five business days from the date of the Court’s order of April 5, 2017.

In accordance with the Merger Agreement, on April 6, 2017, each of WhiteWave and Danone elected to extend the Long Stop Date under the Merger Agreement to allow for the closing.





Item 9.01 Financial Statements and Exhibits.

Press release dated April 6, 2017





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    The WhiteWave Foods Company
          
April 6, 2017   By:   /s/ Helen N. Kaminski
       
        Name: Helen N. Kaminski
        Title: Deputy General Counsel and Corporate Secretary

Exhibit Index


     
Exhibit No.   Description
 
99
  Press release date April 6, 2017
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