Core Points - Danone will pause litigation against Lifeway Foods and vote in favor of the company's board as part of a new agreement, following its decision to abandon the acquisition of Lifeway [1][6] Group 1: Legal and Corporate Governance - Danone previously sued Lifeway over the issuance of new shares to CEO Julie Smolyansky, claiming it violated a long-standing agreement requiring Danone's consent [2] - Lifeway countersued, asserting that Danone's claims were invalid, while Danone holds a 22.7% stake in Lifeway [2] - The new agreement includes a truce where both companies will pause litigation against each other [2] Group 2: Board Composition Changes - Lifeway will appoint four new independent directors not affiliated with Danone or the Smolyansky family, subject to Danone's approval [3] - Two of Lifeway's longest-serving board members will resign as part of the agreement [4] - Lifeway plans to separate the roles of chairman and CEO, with Julie Smolyansky remaining as CEO and an independent director to eventually serve as chairman [4] Group 3: Future Outlook and Strategic Focus - Danone has agreed to vote in favor of Lifeway's board at the 2025 and 2026 annual meetings, amidst a proposal from Lucy and Edward Smolyansky to oust the entire board [4] - Julie Smolyansky expressed that the agreement allows for clarity and stability, focusing on delivering probiotic-rich foods and creating shareholder value [5] - Danone is still reviewing its investment in Lifeway, considering the potential sale of its shares [5]

Core Viewpoint - Lifeway Foods has reached a cooperation agreement with Danone, allowing the company to move forward with clarity and stability after a period of strained relations and litigation [1][3][4]. Group 1: Relationship Background - The relationship between Lifeway and Danone has been tense over the past year, following Lifeway's rejection of two takeover bids from Danone and subsequent litigation [1][2]. - Danone, which has held a 22.7% stake in Lifeway since its investment in 1999, is considering selling its stake and has opted not to make further acquisition offers [2]. Group 2: Agreement Details - The new agreement includes Lifeway refreshing its board by appointing four new directors and separating the roles of chair and CEO, which were previously held by Julie Smolyansky [3][4]. - The litigation between the two companies will be halted, and Lifeway will comply with the previously contentious shareholder agreement [5]. - Danone has agreed to waive certain rights, including its right to appoint a board member, and will not support any board replacement proposals until after June next year [5]. Group 3: Shareholder Dynamics - The largest shareholders of Lifeway, Ludmila and Edward Smolyansky, have sought to replace the current board with nominees focused on accountability and long-term shareholder value [6].

Core Viewpoint - Lifeway Foods has entered into a Cooperation Agreement with Danone North America, which includes a board refreshment plan and a stay on pending litigation related to the Stockholders' Agreement, aimed at maximizing shareholder value and ensuring good governance practices [1][3][4]. Board Refreshment - Lifeway will appoint three independent directors by October 30, 2025, and one additional independent director by November 14, 2025, selected by the Board's Strategic Review Committee [4]. - The roles of Chair and CEO will be separated by the earlier of October 30, 2025, or the appointment of the third new independent director, with an independent director appointed as Chair [4]. - Current board members Pol Sikar and Jay Scher will step down by the 2025 and 2026 annual meetings, respectively [4]. Litigation and Stockholders' Agreement - Lifeway and Danone have agreed to jointly stay pending litigation related to the Stockholders' Agreement [4]. - Lifeway will comply with the Stockholders' Agreement without contesting its validity, while Danone waives certain rights under the agreement, including the right to appoint a board member [4]. Future Solicitations and Compensation - Danone will support the Board's recommendations regarding board composition and organizational documents if a special meeting or consent solicitation is called by Edward or Ludmila Smolyansky before June 30, 2026 [4]. - Lifeway's Compensation Committee is permitted to issue equity-based compensation to management, excluding Julie Smolyansky and her relatives, to attract and retain talent [4]. Capital Allocation and Growth - Lifeway is evaluating capital allocation alternatives to maximize shareholder value in light of the changes from the Cooperation Agreement [3]. - Julie Smolyansky, CEO, emphasized the importance of resilience, innovation, and community in moving forward with the agreement to enhance growth and shareholder value [5].

This story was originally published on Food Dive. To receive daily news and insights, subscribe to our free daily Food Dive newsletter. Lifeway Foods unveiled a multi-million dollar investment to double the production capacity of its kefir products in Waukesha, Wisconsin, the company said in a press release. The company completed phase one of its expansion plan, with the project expected to be finished by the third quarter of 2026. The company didn’t provide specifics on what each phase includes. So far th ...

Core Viewpoint - Danone has decided to abandon its pursuit of acquiring Lifeway Foods and is now exploring options regarding its investment in the US kefir maker [1][2] Group 1: Acquisition Attempts - Danone and Lifeway signed a Non-Disclosure Agreement (NDA) to evaluate a potential bid after two previous offers were rejected [1] - The initial acquisition proposal was made in September 2024 at $25 per share, which was later increased to $27 [2] - Lifeway rejected both offers, stating they undervalued the company [3] Group 2: Legal and Governance Issues - Danone filed a lawsuit against Lifeway, alleging a breach of a shareholder agreement, while Lifeway characterized Danone's offers as a "hostile takeover" [3] - A family dispute within Lifeway has intensified, with the company's chair and CEO facing opposition from her family members, who are also major shareholders [4] - The mother-son duo of Ludmila and Edward Smolyansky submitted a statement to the SEC seeking to replace Lifeway's board, including the CEO [4] Group 3: Financial Performance - Lifeway reported 22 consecutive quarters of growth, with second-quarter net sales reaching $53.9 million, an 18% increase year-over-year on a comparable basis [5] - In the first two months of Q3, Lifeway experienced a 20% growth in unaudited net sales, totaling $39.1 million [5]

Core Viewpoint - Lifeway Foods shares experienced a significant decline of 25% in premarket trading following Danone's withdrawal of its acquisition proposal for the company [2] Company Summary - Lifeway Foods specializes in supplying kefir and fermented probiotic products [2] - The acquisition proposal from Danone was made in 2024 [2] Industry Summary - The withdrawal of the acquisition proposal may indicate challenges in the market for probiotic products or potential strategic shifts within larger food companies like Danone [2]

Core Viewpoint - Lifeway Foods remains focused on enhancing shareholder value following Danone's withdrawal of its acquisition proposal, emphasizing the execution of its strategic growth plan [1][2]. Financial Performance - Lifeway achieved record net sales of $53.9 million in Q2 2025, marking an 18% year-over-year increase on a comparable basis [6]. - In the first two months of Q3 2025, Lifeway recorded $39.1 million in unaudited net sales, representing a 20% year-over-year increase [6]. - The company has maintained a track record of 22 consecutive quarters of growth, solidifying its position as a retail dairy innovator [6]. Strategic Initiatives - A Strategic Review Committee has been formed, consisting solely of independent directors, to oversee the exploration of opportunities to maximize shareholder value [2]. - Lifeway is committed to executing its growth strategy and exploring value-enhancing opportunities for shareholders, employees, partners, and customers [1][2]. Company Overview - Lifeway Foods is recognized as a leading supplier of kefir and fermented probiotic products in the U.S., with a diverse product line that includes drinkable kefir and a ProBugs® line for children [4]. - The company's products are distributed across multiple countries, including the U.S., Mexico, Ireland, South Africa, the UAE, and France [4].

Group 1 - Danone has been a shareholder in Lifeway for over two decades and recently explored a third acquisition attempt, signing a confidentiality agreement for due diligence [3][4] - Despite the rising kefir sales attributed to digestion and protein benefits, Danone has decided that the potential acquisition of Lifeway is no longer worth pursuing at the current price [3][7] - Lifeway has experienced 22 consecutive quarters of growth and reported record-breaking sales in the first two quarters of 2025, indicating strong performance [5] Group 2 - Lifeway has expressed its focus on executing its growth strategy following Danone's unsolicited proposal, aiming to create value for shareholders and stakeholders [5] - The abandonment of the acquisition attempt allows for internal family disputes within Lifeway, with calls to oust current CEO Julie Smolyansky due to alleged corporate governance failures [6] - Danone proposed to buy Lifeway for $25 per share in September 2024, later increasing the offer to $27, both of which were rejected by Lifeway [7]

Core Insights - Lifeway Foods, Inc. has completed stage one of its strategic expansion plan to double production capacity in Waukesha, Wisconsin, as part of a nationwide growth initiative in the functional dairy sector [1][2][3] Company Expansion - The expansion involves a multi-million dollar investment aimed at doubling production capacity and increasing hiring to meet rising demand [2][3] - Lifeway currently utilizes nearly 100 million pounds of Wisconsin milk annually for kefir production, which is made through a fermentation process that creates billions of live probiotic cultures [2][3] Financial Performance - Lifeway achieved record net sales of $53.9 million in Q2 2025, marking an 18% year-over-year increase [6] - In the first two months of Q3 2025, the company recorded $39.1 million in unaudited net sales, a 20% year-over-year increase [6] - Year-to-date totals for 2025 reached $83.7 million, driven by expanded distribution in major retailers [6] Market Position - Lifeway commands over 90% of the U.S. kefir market and has nearly doubled its sales over the past five years, with 2024 revenue reported at $186.8 million [4] - The company has maintained a consistent growth trajectory with 22 consecutive quarters of growth, solidifying its position as a leader in the retail dairy sector [6]

Core Insights - Lifeway Foods, Inc. is reintroducing its Basics Plus™ line of kefir and colostrum supplement shots, a product that originally launched nearly three decades ago [1][3] - The Basics Plus™ product combines probiotic kefir with colostrum, targeting digestive and immune health, and is positioned as a higher-quality alternative to current market offerings [2][3] Company Overview - Lifeway Foods is recognized as a leading supplier of kefir and has been acknowledged as one of Forbes' Best Small Companies [7] - The company produces a variety of products including drinkable kefir, cheeses, and a ProBugs line for children, with distribution across multiple countries [7] Industry Context - Probiotics and kefir are among the fastest-growing categories in health and wellness, with global probiotic sales projected to exceed $200 billion by 2030 [5] - Colostrum has gained popularity for its benefits related to immunity, gut health, and recovery, complementing the benefits of kefir [5]