LOS ANGELES--(BUSINESS WIRE)--May 25, 2018--
Herbalife Nutrition Ltd. (NYSE: HLF) (“Herbalife Nutrition” or “the
Company”) announced today the preliminary results of its “modified Dutch
auction” tender offer, which expired at 5:00 P.M., New York City time,
on Thursday, May 24, 2018, to purchase up to an aggregate of
$600 million of the Company’s common shares at a cash purchase price not
greater than $54.00 nor less than $49.00 per share.
Based on the preliminary count by Computershare Trust Company, N.A., the
Depositary for the tender offer, a total of approximately 49.7 million
common shares of the Company were properly tendered and not properly
withdrawn at or below the price of $52.50 per share.
In accordance with the terms and conditions of the tender offer and
based on a preliminary count by the Depositary, the Company expects to
accept for payment a total of approximately 11.4 million common shares
of the Company at a cash purchase price of $52.50 per share, for a total
cash cost of approximately $600 million, excluding fees and expenses
relating to the tender offer. These common shares represent
approximately 6.5% of the Company’s total outstanding shares as of May
The Company anticipates to fund the share purchase in the tender offer
from the $1,300.0 million term loan under its $1,450.0 million senior
secured credit facility entered into on February 15, 2017, cash on hand,
or drawings under its $150.0 million revolving credit facility.
Because the tender offer is oversubscribed, the Company expects to
purchase only a prorated portion of the common shares properly tendered
by each tendering shareholder (other than “odd lot” holders whose shares
will be purchased on a priority basis) at the final per share purchase
price. Based on the preliminary tender count, and accounting for the
effect of “odd lot” priority on the proration factor, the Depositary has
informed the Company the preliminary proration factor for the tender
offer is expected to be approximately 23% of the shares properly
tendered at or below the cash purchase price of $52.50 per share and not
properly withdrawn based on the total number of shares reported to be
tendered at or below $52.50 per share and not withdrawn prior to the
expiration of the tender offer and accounting for “odd lot” priority and
the conditional tender provisions of the tender offer. This preliminary
proration factor is subject to change.
The number of shares expected to be purchased in the tender offer, the
cash purchase price per share, and the aggregate cash purchase price are
preliminary and subject to change. The final number of shares to be
purchased in the tender offer, the final cash purchase price per share,
and the final aggregate cash purchase price will be announced following
the completion of the confirmation process by the Depositary. Payment
for the shares accepted for purchase pursuant to the tender offer will
occur promptly thereafter.
The Company’s tender offer was made pursuant to an Offer to Purchase and
Letter of Transmittal, each dated April 18, 2018, and as amended April
27, 2018, and May 16, 2018.
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 final cash
purchase price for shares tendered in the tender offer, the timing of
the Company’s acceptance of shares for purchase, 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, and in Part II Item 1A
and elsewhere of the Company’s Quarterly Report on Form 10-Q, filed with
the SEC on May 3, 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