WhiteWave Foods Could Become Activist or Takeover Target

 | Jun 04, 2016 | 4:00 PM EDT
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-- This article was written by Ronald Orol of The Deal

Activist fund Hudson Executive Capital quietly is accumulating a stake in health and wellness company WhiteWave Foods (WWAV), an investment that suggests that the maker of Horizon organic milk, Wallaby organic yogurt and Silk almond milk could become an acquisition or insurgency target in the months to come.

Unlike other major activist fund managers including Carl Icahn, Starboard Value's Jeff Smith or Elliot Management's Paul Singer, Hudson Executive will not consider launching a proxy contest to elect directors on its targeted company boards. Nevertheless, the accumulation suggests that Hudson Executive -- and possibly some of its Fortune 500 current and former CEO partners -- have sought to meet with the company's executives and may be pushing privately in a constructive manner to have it consider a sale down the road. The fund says it "identifies actionable strategic solutions driven by constructive engagement."

Analysts following the sector suggest that large global beverage and food companies are interested in WhiteWave's portfolio of organic milk products and plant-based alternatives to yogurt, cream and margarine as they seek to ramp up their own health and wellness businesses. Potential buyers, they note, could provide an international distribution network to a company that is already making inroads in Europe. (WhiteWave's Alpro plant-based beverage business operates in a number of European cities).

Potential buyers, analysts note, include Campbell Soup (CPB), Coca-Cola (KO), General Mills (GIS), Hershey (HSY), PepsiCo (PEP), Nestle (NESN), and Danone (BN). A buyer, calculated one analyst, could pay a 30% to 40% premium -- or between $10 billion and $11 billion -- to buy the Denver, Co.-based company.

"WhiteWave is slowly penetrating Europe," he said. "You put WhiteWave on Pepsi's platform and you are in countries around the world."

Two analysts suggested that some potential buyers with global operations, such as PepsiCo., could be interested in acquiring WhiteWave with the goal of integrating it into their international sales and distribution networks.

One of them suggested that there is a significant barrier to entry when it comes to plant-based products -- another reason why the business could be sold at some point to a company hungry to expand in the sector.

In addition, Coca-Cola and Coca-Cola FEMSA's move to acquire Unilever's (UL) Latin American soy-based beverage business for $575 million, announced Wednesday, is another example of how food and beverage companies are expanding into the plant-based product space. "It shows they [Coca-Cola] are interested more broadly in health and wellness products," he said.

Instead of an acquisition, another type of deal could be forthcoming. Another analyst suggested that instead of acquiring WhiteWave some large beverage and food companies may seek to make an equity investment and create a distribution partnership with the health and wellness company instead. He cited as an example, a strategic partnership set up between Coca-Cola and Monster Beverage (MNST) last year. Coca-Cola acquired a 16.7% Monster stake for $2.15 billion as part of a distribution partnership.

"A more logical strategy [than a sale] would be to create a distribution partnership with WhiteWave to help accelerate growth on the WhiteWave side," he said.

The Hudson Executive stake and speculation that a deal could emerge come as WhiteWave last month reported strong financial results for their 2016 first quarter. A WhiteWave spokeswoman declined to comment except to say that the health and wellness company has "strong growth potential as an independent company" and its "strategic plan reflects that belief."

WhiteWave and PepsiCo are holdings in Jim Cramer's Action Alerts Plus Charitable Trust Portfolio. Learn more now with a free trial.

"The last thing I expect here is activism as the stock's been a good one out of the gate. I do think that someone might try to force a sale but that it won't work. Own it because the earnings are good, not activists and not takeover rumors. That way you won't be disappointed if nothing happens," TheStreet's Jim Cramer said this week.

"One thing I do is check the option activity and other than one five hundred call buy, there's not much going on and that's usually a bad sign if you expect a takeover," Cramer added.

The one-and-half-year-old New York-based Hudson Executive first began accumulating shares late last year. It made further acquisitions over the past few months bringing their investment to about $32 million or a 0.44% stake.

Beyond Hudson, another activist could step in to shake things up and potentially launch a director contest to push for a sale or partnership. A deal of any sort would likely need the backing of WhiteWave Chairman and CEO Gregg Engles, who owns a 1.4% stake. Engles is revered in the health and wellness industry, with many observers suggesting that he has created a coveted portfolio of food products. The company's board includes a private equity official and a senior advisor at an investment bank, suggesting to some that it has the kind of expertise needed if a deal proposal emerged. "If the opportunity is right Engles might consider selling the business," said one analyst. "They have deal people on the board."

-- This article was originally published by The Deal, a sister publication of TheStreet that offers sophisticated insight and analysis on all types of deals, from inception to integration. Click here for a free trial.

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