LIFEWAY FOODS CONFIRMS RECEIPT OF REVISED, UNSOLICITED, NON-BINDING PROPOSAL FROM DANONE

Rhea-AI Summary

Lifeway Foods (NASDAQ: LWAY) has received a revised, unsolicited, non-binding proposal from Danone to acquire all outstanding shares it doesn't already own for $27.00 per share in cash. Danone currently owns approximately 23.3% of Lifeway's outstanding common stock. This follows Lifeway's Board's rejection of Danone's initial proposal of $25.00 per share on November 5, 2024, which was deemed to undervalue the company. The Board, with independent advisors, will review the revised proposal. Evercore is serving as financial advisor and Sidley Austin LLP as legal counsel to Lifeway.

Positive

• Increased acquisition offer from $25.00 to $27.00 per share, representing an 8% improvement
• Strategic interest from major industry player Danone indicates company's market value

Negative

• Board previously rejected $25.00 offer as substantially undervaluing the company
• Unsolicited nature of the proposal suggests potential hostile takeover attempt

Insights

M&A Specialist

The revised takeover bid from Danone represents a significant development in this potential acquisition. The new offer of $27.00 per share marks an 8% increase from the previous $25.00 bid that was rejected on November 5th. With Danone already holding a substantial 23.3% stake, this move signals their serious intent to acquire Lifeway Foods.

The premium offered appears modest given Lifeway's strong market position in the growing probiotics sector and their recent performance. The board's previous rejection citing undervaluation suggests they may be seeking a higher premium. Considering Danone's strategic interest in expanding their probiotic portfolio and Lifeway's established brand presence, there could be room for further price negotiations.

The involvement of Evercore as financial advisor indicates the board is preparing for a thorough evaluation of this revised offer. Key considerations will include synergy potential, market growth prospects and comparable industry transactions.

MORTON GROVE, Ill., Nov. 15, 2024 /PRNewswire/ -- Lifeway Foods, Inc. (NASDAQ: LWAY) ("Lifeway" or the "Company"), a leading U.S. supplier of kefir and fermented probiotic products to support the microbiome, confirmed that it has received a revised, unsolicited, non-binding proposal from Danone North America PBC ("Danone") to acquire all outstanding shares of common stock of Lifeway it does not already own for $27.00 per share in cash. According to the Schedule 13D amendment filed today with the U.S. Securities and Exchange Commission disclosing the revised proposal, Danone beneficially owns approximately 23.3% of Lifeway's outstanding common stock.

On November 5, 2024, Lifeway announced that its Board of Directors (the "Board") had rejected Danone's initial unsolicited, non-binding proposal to acquire all the shares of Lifeway that it does not already own for $25.00 per share because the Board determined that the initial proposal substantially undervalued Lifeway and was not in the best interests of the Company and its shareholders and other stakeholders.

Consistent with its fiduciary duties, Lifeway's board of directors, in consultation with its independent outside advisors, will carefully review and evaluate the revised proposal to determine the course of action that it believes is in the best interests of the Company and its shareholders and other stakeholders.

The Company does not undertake any obligation to provide any updates with respect to this or any other proposal or transaction, except as required under applicable law.

Lifeway shareholders do not need to take any action at this time.

Evercore is serving as a financial advisor to Lifeway and Sidley Austin LLP is serving as legal counsel to Lifeway.

About Lifeway Foods, Inc.
Lifeway Foods, Inc., which has been recognized as one of Forbes' Best Small Companies, is America's leading supplier of the probiotic, fermented beverage known as kefir. In addition to its line of drinkable kefir, the Company also produces a variety of cheeses and a ProBugs line for kids. Lifeway's tart and tangy fermented dairy products are now sold across the United States, Mexico, Ireland, South Africa, United Arab Emirates and France. Learn how Lifeway is good for more than just you at lifewayfoods.com.

Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief or expectations for our business, operations, financial performance or condition.  These statements use words such as "continue," "believe," "expect," "anticipate," "plan," "project," "estimate," "outlook," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could." You are cautioned not to rely on these forward-looking statements. These forward-looking statements are made as of the date of this press release, are based on current expectations of future events and thus are inherently subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond Lifeway's control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from Lifeway's expectations and projections. These risks, uncertainties and other factors include: price competition; the decisions of customers or consumers; the actions of competitors; changes in the pricing of commodities; the effects of government regulation; possible delays in the introduction of new products; customer acceptance of products and services; and other factors discussed in Part I, Item 1A "Risk Factors" of Lifeway's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Part II, Item 1A "Risk Factors" of Lifeway's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. Lifeway expressly disclaims any obligation to update any forward-looking statements (including, without limitation, to reflect changed assumptions, the occurrence of anticipated or unanticipated events or new information), except as required by law.

Contacts:
Perceptual Advisors
Dan Tarman
Email: dtarman@perceptualadvisors.com

OR

Longacre Square Partners
Joe Germani / Miller Winston
Email: LWAY@longacresquare.com

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SOURCE Lifeway Foods, Inc.

FAQ

What is Danone's revised offer price for Lifeway Foods (LWAY)?

Danone's revised offer is $27.00 per share in cash for all outstanding shares of Lifeway Foods that it does not already own.

What percentage of Lifeway Foods (LWAY) does Danone currently own?

Danone beneficially owns approximately 23.3% of Lifeway's outstanding common stock.

When did Lifeway Foods (LWAY) reject Danone's initial offer?

Lifeway's Board rejected Danone's initial offer of $25.00 per share on November 5, 2024.

What was Danone's initial offer price for Lifeway Foods (LWAY)?

Danone's initial offer was $25.00 per share, which was rejected by Lifeway's Board as substantially undervaluing the company.