LOS ANGELES--(BUSINESS WIRE)--
Herbalife Ltd. (NYSE: HLF) ("Herbalife" or "Company") today announced
the final results of its "modified Dutch auction" tender offer, which
expired at 5:00 P.M., New York City time, on Thursday, October 5, 2017,
to purchase for cash up to an aggregate of $600 million of the Company's
common shares at a per share price not less than $60.00 nor greater than
$68.00, plus a non-transferable contractual contingent value right
("CVR") for each share tendered, allowing participants in the tender
offer to receive a contingent cash payment should Herbalife be acquired
in a going-private transaction within two years of the commencement of
the tender offer.
Based on the final count by Computershare Trust Company, N.A., the
Depositary for the tender offer ("Depositary"), a total of 6,732,300
common shares of the Company were properly tendered and not properly
withdrawn at or below the final cash purchase price of $68.00 per share.
Accordingly, the Company accepted for purchase 6,732,300 common shares
of the Company at a cash purchase price of $68.00 plus a CVR per share,
for a total cash cost of approximately $457.8 million, excluding fees
and expenses relating to the tender offer. These common shares represent
approximately 7.2% of the Company's total outstanding shares as of
October 9, 2017.
Because the aggregate cash purchase price of the total number of common
shares of the Company properly tendered and not properly withdrawn at or
below the final cash purchase price of $68.00 plus a CVR per share was
less than $600 million, all of the shares properly tendered and not
properly withdrawn were accepted for purchase.
The Depositary will promptly pay for the shares accepted for purchase.
In addition, the Company has entered into the CVR agreement with the
Depositary, acting as the CVR agent.
The Company expects to cancel all of the shares purchased pursuant to
the tender offer on October 16, 2017. After giving effect to the
purchase and cancellation of the shares, the Company will have
approximately 87.2 million outstanding shares.
The Company funded the share purchases in the tender offer from the
proceeds from the $1,300.0 million term loan under its $1,450.0 million
senior secured credit facility entered into on February 15, 2017.
The Company's tender offer was made pursuant to an Offer to Purchase and
Letter of Transmittal, each dated August 21, 2017 and as amended
September 18, 2017, October 2, 2017, October 4, 2017, and October 6,
About Herbalife 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 &
programs - since 1980. Together with its Herbalife Nutrition independent
distributors, the Company is committed to providing solutions to the
worldwide problems of poor nutrition and obesity, an aging population,
sky-rocketing public healthcare costs and a rise in entrepreneurs of all
ages. The Company 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
The Company's targeted nutrition, weight-management, energy and fitness
and personal care products are available exclusively to and through
dedicated Herbalife Nutrition 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. The
Company 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.
The Company has over 8,000 employees worldwide, and its shares are
traded on the New York Stock Exchange (NYSE: HLF) with net sales of
approximately $4.5 billion in 2016. To learn more, visit Herbalife.com
The Company also encourages investors to visit its investor relations
website at ir.herbalife.com
as financial and other information is updated and new information is
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 anticipated effects of the consummation of the tender
offer described herein, the timing and cancellation of the Company's
shares purchased pursuant to the tender offer, and its 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 the Company believes that the expectations reflected in any of
its forward-looking statements are reasonable, actual results could
differ materially from those projected or assumed in any of the
Company's forward-looking statements. The Company's 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
its filings with the SEC. Given these uncertainties, you should not
place undue reliance on these forward-looking statements.
Forward-looking statements represent the Company's estimates and
assumptions only as of the date of this press release. No assurances can
be given that the Company will engage in any discussions or negotiations
with any party regarding a possible "going private" transaction or that
any "going private" transaction with respect to the Company will be
consummated. The Company expressly disclaims 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 23, 2017, and
in Part I Item 4 and elsewhere in the Company's Quarterly Report on Form
10-Q, filed with the SEC on August 1, 2017, and the Form 8-K filed on
October 2, 2017, 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. The Company qualifies all of its forward-looking statements
by these cautionary statements. The Company cautions you that these
risks are not exhaustive. The Company operates in a continually changing
business environment and new risks emerge from time to time.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171011005380/en/
Jennifer Butler, 213-745-0420
Eric Monroe, 213-745-0449
Source: Herbalife Nutrition
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