Janice L. Malkoff, Et Al. V. the Whitewave Foods Company, Et Al
Case 1:16-cv-02005-MEH Document 1 Filed 08/08/16 USDC Colorado Page 1 of 41 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No.: JANICE L. MALKOFF, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. GREGG L. ENGLES, MICHELLE GOOLSBY, STEPHEN L. GREEN, JOSEPH S. HARDIN, JR., ANTHONY J. MAGRO, W. ANTHONY VERNON, DOREEN A. WRIGHT, and THE WHITEWAVE FOODS COMPANY Defendants. CLASS ACTION COMPLAINT AND JURY DEMAND Janice L. Malkoff (“Plaintiff”), by and through his attorneys, alleges upon information and belief, except for his own acts, which is alleged upon personal knowledge, as follows: SUMMARY OF THE ACTION 1. This is a stockholder class action brought by Plaintiff on behalf of holders of the common stock of The WhiteWave Foods Company (“WhiteWave” or the “Company”) against the Company and its board of directors (the “Board”) for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules and Regulations promulgated thereunder, including Rule 14a-9, in connection with the proposed acquisition of WhiteWave by the French company Danone S.A. (“Danone”) through its newly formed Delaware Case 1:16-cv-02005-MEH Document 1 Filed 08/08/16 USDC Colorado Page 2 of 41 company July Merger Sub, Inc. (“Merger Sub”) through a merger transaction, as detailed herein (the “Proposed Transaction”). 2. On July 6, 2016, WhiteWave and Danone jointly announced that they had reached a definitive Agreement and Plan of Merger (“Merger Agreement”) whereby WhiteWave will merge with and into Merger Sub (the “Merger”), with WhiteWave surviving as a wholly-owned subsidiary of Danone.
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