Danone in its cooperation agreement with Lifeway Foods

On September 30, 2025, Danone North America PBC and Lifeway Foods (NASDAQ: LWAY) entered into a cooperation agreement whereby Lifeway agreed, among other things, to add four new mutually agreed independent directors to its Board, reduce the size of its Board and appoint an independent director to serve as Chair of the Board.  Danone is Lifeway’s single largest shareholder, and beneficially owns approximately 23% of Lifeway’s outstanding common stock.  As part of the agreement, Lifeway also committed to register Danone’s stake in Lifeway through a shelf registration.

In exchange, Danone agreed not to vote in favor of a pending consent solicitation by the Lifeway CEO’s brother and mother to replace the entire Board.  Danone also agreed to seek to stay its pending litigation against Lifeway and its Board for breach of contract and breach of the fiduciary duty of loyalty.

Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Danone.