LOS ANGELES--(BUSINESS WIRE)--Apr. 27, 2018--
Herbalife Nutrition Ltd. (NYSE: HLF) (“Herbalife Nutrition” or “the
Company”) announced today it is extending the expiration time of its
previously announced tender offer from 5:00 P.M., New York City time,
Wednesday, May 16, 2018, to 5:00 P.M., New York City time, Thursday, May
24, 2018, unless the tender offer is further extended.
The tender offer is for Herbalife Nutrition’s common shares, par value
$0.001 per share (“shares”), for an aggregate cash purchase price of up
to $600 million and at a per share price not greater than $108.00 nor
less than $98.00, the exact price to be determined through a “modified
Dutch Auction,” and adjusted for any stock split. The tender offer
consideration remains the same. The full terms and conditions of the
tender offer are discussed in the Offer to Purchase, dated April 18,
2018 (“Offer to Purchase”), and the associated Letter of Transmittal and
other materials relating to the tender offer that Herbalife Nutrition
filed on April 18, 2018 with the Securities and Exchange Commission
The tender offer is not contingent upon obtaining any financing.
However, the tender offer is subject to a number of other terms and
conditions, which are described in detail in the Offer to Purchase.
None of Herbalife Nutrition, its board of directors or its affiliates,
nor the information agent or the depositary and paying agent, are making
any recommendation to shareholders as to whether to tender or refrain
from tendering their shares into the tender offer. Shareholders must
decide how many shares they will tender, if any, and the cash price
within the stated range at which they will offer their shares for
purchase by Herbalife Nutrition. In doing so, shareholders should read
carefully the information in the Offer to Purchase and the other tender
As previously announced, shareholders approved a two-for-one stock split
at Herbalife Nutrition’s Annual General Meeting of Shareholders held on
April 24, 2018. The stock split shares will be payable on May 14, 2018
to shareholders of record on May 7, 2018. The Company expects the common
shares will go ex-dividend on the New York Stock Exchange on May 15,
2018. Based on conversations with The Depository Trust Company (“DTC”),
the Company expects split share entitlements will be allocated to
shareholder accounts on May 17, 2018 (the “split share allocation
date”). DTC has informed the Company it is unable to process tender
instructions until after the split share allocation date. Accordingly,
shareholders who hold shares outside of DTC, who wish to tender shares
prior to the split share allocation date should do so by means of a
Letter of Transmittal specifying the total number of common shares being
tendered on a pre-split basis. After the split share allocation date,
and prior to the expiration time, shareholders who hold shares through
DTC, may tender shares by means of instructions communicated to DTC
through the Automated Tender Offer Program (“ATOP”).
For more information about our “modified Dutch auction” tender offer and
other details, please visit our investor website (http://ir.herbalife.com)
or refer to the Offer to Purchase.
Georgeson LLC is the information agent for the tender offer and
shareholders seeking additional information about the tender offer and
process should contact them toll free at (877) 278-4774. Computershare
Trust Company, N.A. is the depositary and paying agent for the tender
Copies of the Offer to Purchase, Letter of Transmittal, and other
related materials are available free of charge from Georgeson LLC, or on
the SEC’s website, at www.sec.gov.
Herbalife Nutrition’s other public filings with the SEC, including
annual reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K, are also available for free on the SEC’s website at www.sec.gov.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE, OR A
SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THIS PRESS RELEASE IS
FOR INFORMATIONAL PURPOSES ONLY. THE TENDER OFFER IS MADE ONLY PURSUANT
TO AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL, AND RELATED MATERIALS
THAT HERBALIFE NUTRITIONDISTRIBUTED TO ITS SHAREHOLDERS.
HERBALIFE FILED A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE SEC ON
APRIL 18, 2018. HERBALIFE NUTRITION’S SHAREHOLDERS SHOULD READ THESE
MATERIALS AND THE DOCUMENTS INCORPORATED THEREIN BY REFERENCE CAREFULLY
AND IN THEIR ENTIRETY BEFORE MAKING ANY DECISION WITH RESPECT TO THE
About Herbalife Nutrition Ltd.
Herbalife Nutrition is a global nutrition company whose purpose is to
make the world healthier and happier. The Company has been on a mission
for nutrition—changing people's lives with great nutrition products and
programs—since 1980. Together with our Herbalife Nutrition independent
distributors, we are committed to providing solutions to the worldwide
problems of poor nutrition and obesity, an aging population,
skyrocketing public healthcare costs and a rise in entrepreneurs of all
ages. Herbalife Nutrition offers high-quality, science-backed products,
most of which are produced in Company-operated facilities, one-on-one
coaching with an Herbalife Nutrition independent distributor, and a
supportive community approach that inspires customers to embrace a
healthier, more active lifestyle.
Herbalife Nutrition’s targeted nutrition, weight-management, energy and
fitness and personal care products are available exclusively to and
through its independent distributors in more than 90 countries. Through
its corporate social responsibility efforts, Herbalife Nutrition
supports the Herbalife Family Foundation (HFF) and its Casa Herbalife
programs to help bring good nutrition to children in need. Herbalife
Nutrition is also proud to sponsor more than 190 world-class athletes,
teams and events around the globe, including Cristiano Ronaldo, the LA
Galaxy, and numerous Olympic teams.
Herbalife Nutrition has over 8,000 employees worldwide, and its shares
are traded on the New York Stock Exchange (NYSE: HLF) with net sales of
approximately $4.4 billion in 2017. To learn more, visit Herbalife.com
Herbalife Nutrition also encourages investors to visit its investor
relations website at ir.herbalife.com as financial and other information
is updated and new information is posted.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain “forward-looking statements.” All
statements other than statements of historical fact are “forward-looking
statements” for purposes of federal and state securities laws.
Forward-looking statements include, but are not limited to, statements
regarding the expiration of the tender offer, the anticipated effects of
the consummation of the tender offer described herein, the satisfaction
of the tender conditions described in the Offer to Purchase, as well as
the Company’s anticipated two-for-one stock split, the timing for
consummation of the proposed stock split, including but not limited to
the record date, effectiveness date, ex-dividend date, and the split
share allocation date, shareholders’ ability to tender through ATOP, and
our expectations, hopes or intentions regarding the future.
Forward-looking statements may include the words “may,” “will,”
“estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate”
and any other similar words. Although we believe that the expectations
reflected in any of our forward-looking statements are reasonable,
actual results could differ materially from those projected or assumed
in any of our forward-looking statements. Our future financial condition
and results of operations, as well as any forward-looking statements,
are subject to change and to inherent risks and uncertainties, such as
those disclosed or incorporated by reference in our filings with the
SEC. Given these uncertainties, you should not place undue reliance on
these forward-looking statements. Forward-looking statements represent
our estimates and assumptions only as of the date of this press release.
We expressly disclaim any duty to provide updates to forward-looking
statements, and the estimates and assumptions associated with them,
after the date of this press release, in order to reflect changes in
circumstances or expectations or the occurrence of unanticipated events,
except to the extent required by applicable securities laws. All
forward-looking statements are qualified in their entirety by reference
to the factors discussed above and under “Risk Factors” set forth in
Part I Item 1A and elsewhere of the Company’s Annual Report on Form
10-K, filed with the SEC on February 22, 2018, as well as the risks and
uncertainties discussed in the Company’s other filings with the SEC,
including risks resulting from a decrease in the public float of the
shares which may result in less liquidity and trading volume of the
shares after the consummation of the tender offer described herein and
could result in an increase in price volatility. We qualify all of our
forward-looking statements by these cautionary statements. We caution
you that these risks are not exhaustive. We operate in a continually
changing business environment and new risks emerge from time to time.
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Source: Herbalife Nutrition Ltd.
Herbalife Nutrition Ltd.
Director, Media Relations
Director, Investor Relations