Lifeway (LWAY) and Danone signed a Cooperation Agreement

Market Cap: $422 million | Lifeway Foods, Inc. produces and markets probiotic-based products in the United States and internationally.

• On October 15, 2021, Ludmila Smolyansky, Chairperson of the Board, and Edward Smolyansky, COO of the company, disclosed 38.4% and stated that Edward Smolyansky intends to nominate up to three directors at the 2021 AGM. Source
• On February 21, 2022, the concerned shareholders (38.2%) notified the Board of their belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source
• On March 11, 2022, Edward Smolyansky notified the corporate secretary of the company of his intent to nominate himself, Ludmila Smolyansky, Robert Whalen, Austin Hollis and Iana Trifonova for election to the  Board at the 2022 AGM. As Mr. Smolyansky continues to prepare for a potential proxy contest in connection with the 2022 AGM, he intends to continue to engage in discussions with the Board regarding his belief that the Company should replace the Company’s CEO, and commence an exploration of the Company’s strategic alternatives. Source
• On July 27, 2022, Edward Smolyansky entered into a settlement agreement with the Company which terminates his potential proxy contest or solicitation with respect to the appointment of new directors to the Board. Pursuant to the Settlement Agreement, the Company has agreed, that (i) the Board will nominate: Juan Carlos Dalto, Jodi Levy, Dorri McWhorter, Perfecto Sanchez, Jason Scher, Pol Sikar, Julie Smolyansky and Ludmila Smolyansky, and (ii) the Board’s Audit and Corporate Governance Committee will oversee a review of strategic alternatives for the Company.
• On February 10, 2023, Ludmila Smolyansky and Edward Smolyansky provided a notice to the Company regarding potential breaches of the Settlement Agreement, dated as of July 27, 2022, as amended, among the Company, Ludmila Smolyansky and Edward Smolyansky (the “Settlement Agreement”). Under the Settlement Agreement, Ludmila Smolyansky’s and Edward Smolyansky’s “standstill” obligations under Section 6 of the Settlement Agreement terminate in the event of a material breach by the Company that is not cured within ten days by the Company. On February 22, 2023, the Company provided a written response, claiming that it had not materially breached the Settlement Agreement, and noting that a committee of the Company’s board of directors had approved the engagement of a nationally recognized financial advisor, and that certain terms of the engagement were being negotiated and remained subject to approval by the committee. Source
• On May 5, 2023, Mr. Smolyansky again notified the Company, in accordance with the Company’s bylaws, that he intended to nominate seven candidates for election as directors at the 2023 annual meeting.
• On May 9, 2023, Mr. Smolyansky filed proxy materials seeking support for its nominees.
• At the AGM held on June 15, 2023, all of the company's director nominees were elected to the Board.
• On October 26, 2023, Ludmila Smolyansky and Edward Smolyansky (together 31.1%) informed the company. that they are nominating a director in accordance with the Settlement Agreement from July 27, 2022. As per the agreement, the Board must appoint the nominee if approved by the Board and its Audit and Corporate Governance Committee in good faith, with no unreasonable withholding of approval. They also mentioned a second contingent nominee to be considered if the first nominee is not approved by the Board or the Committee. Source
• On July 18, 2024, Ludmila Smolyansky and Edward Smolyansky (together 29.6%) issued a press release demanding (i) the resignation of Julie Smolyansky, CEO and chairperson of the Company, (ii) the resignation of certain of the Company’s directors, including Jason Scher, Pol Sikar, Jody Levy, Dorri McWhorter and Perfecto Sanchez, (iii) the termination of Jason Burdeen, the Company’s chief of staff, (iv) the adoption of an anti-nepotism policy and (v) an operational and strategic review of the Company.
• On August 13, 2024, Ludmila Smolyansky and Edward Smolyansky filed proxy materials soliciting consent for the Board Removal Proposal and the Director Election Proposal. Source
• On December 30, 2024, Danone North America accused Lifeway Foods and CEO Julie Smolyansky of breaching a Shareholder Agreement by issuing nearly 300,000 shares without consent, declaring the action void. This follows rejected acquisition offers and Lifeway's leadership entrenchment, with Danone alleging shareholder value erosion through unauthorized stock grants and excessive compensation, hinting at potential litigation. Source
• On February 3, 2025, Ludmila Smolyansky and Edward Smolyansky issued a press release regarding a lawsuit filed against Mr. Smolyansky by Julie Smolyansky, the CEO of the Company and confirming Mrs. Smolyansky and Mr. Smolyansky's goals with respect to the Company's management and board of directors.
• On March 3, 2025, Danone filed a lawsuit against the company and its Board, accusing them of breaching fiduciary duties and violating the shareholder agreement. Danone seeks to have the share issuance rescinded and intends to continue pursuing legal action to enforce its rights under the agreement. Source
• On March 13, 2025, Edward Smolyansky sent the letter to the company notifying his intent to nominate seven directors for election at the Company's 2025 annual meeting of shareholders.
• On March 17, 2025, Mr. Smolyansky also made available a letter to Company shareholders on his website, www.freeLifeway.com
• On March 28, 2025, Ludmila Smolyansky and Edward Smolyansky filed proxy materials seeking support for their nominees
• On June 2, 2025, Edward and Ludmila Smolyansky (27%) filed a revised preliminary consent statement seeking to replace Lifeway Foods’ board, citing weak Q1 results and poor governance. Despite a reported EPS increase, they argue earnings were driven by a one-time gain, not core operations. Key concerns include declining operating margins, weak sales, rising expenses, and insider stock sales. They criticized the Board’s handling of Danone’s offer, CEO/Chair Julie Smolyansky’s compensation, and called for independent oversight and strategic review, asserting broad shareholder support for immediate change. Source
• On July 2, 2025, Edward and Ludmila Smolyansky (23.2%) solicited shareholder consents to replace the board and implement governance reforms. Their four proposals include the Bylaws Restoration Proposal (to repeal any bylaw changes made after March 24, 2023), the Board Removal Proposal (to remove all current directors including CEO Julie Smolyansky), the Director Election Proposal (to elect a new seven-member slate), and the Anti-Nepotism Proposal (to bar employment of any immediate family of the CEO or President). Source
• On July 29, 2025, Edward and Ludmila Smolyansky urged shareholders to support their consent solicitation to replace the current board. They criticized the board, led by Julie Smolyansky, for rejecting Danone’s 72% premium offer, adopting entrenchment tactics (poison pill, delayed annual meeting), and awarding $8.5M in CEO compensation (94% of 2024 net income). They also flagged insider stock sales and alleged violations of governance policies. Shareholders were urged to submit consents by August 1 to restore accountability and enable independent review of Danone’s offer. Source
• On August 1, 2025, Danone (22.7%) stated that in September and November 2024, it proposed to acquire Lifeway, but both offers were rejected and no substantive negotiations took place at that time. Discussions resumed in late June 2025 when Lifeway approached Danone to "reset" their relationship, leading to the signing of a confidentiality and limited standstill agreement on August 1, 2025, which restricts certain actions by Danone until at least September 15, 2025, with a possible seven-day extension if negotiations continue. If no acquisition agreement is reached by the standstill expiration date, Danone currently plans to support Edward Smolyansky's efforts to replace Lifeway’s Board. Source
• On August 7, 2025, Edward and Ludmila Smolyansky, who control ~26% of Lifeway Foods, extended the requested deadline for shareholders to return WHITE consent cards in their ongoing consent solicitation from August 1 to September 30, 2025, while continuing efforts to secure support for their proposals. Source
• On September 30, 2025, the company and Danone have signed a Cooperation Agreement to refresh the board by appointing four independent directors and separate the roles of Chair and CEO. The agreement also stays pending litigation, with Danone waiving certain shareholder rights and agreeing to support the board’s recommended candidates in 2025 and 2026.