LOS ANGELES--(BUSINESS WIRE)--
Herbalife Ltd. (NYSE: HLF) ("Herbalife" or "Company") today announced
the preliminary 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 preliminary count by Computershare Trust Company, N.A., the
Depositary for the tender offer, a total of approximately 6.7 million
common shares of the Company were properly tendered and not properly
withdrawn at or below the price of $68.00 per share, the maximum cash
purchase price in the price range specified in the tender offer.
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 6.7 million 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 4, 2017. In addition, the Company expects to enter into the CVR
agreement with the Depositary, acting as the CVR agent, at the time the
final results are announced and the tendered shares are accepted for
The Company expects to fund 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 number of shares expected to be purchased in the tender offer, the
cash purchase price and CVR 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 and
CVR per share, and the final aggregate cash purchase price and CVRs 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 August 21, 2017, and as amended
September 18, 2017, October 2, 2017, and October 4, 2017.
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 active lifestyle.
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 of the Company's acceptance of shares
for purchase, 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/20171006005217/en/
Jennifer Butler, 213-745-0420
Eric Monroe, 213-745-0449
Source: Herbalife Ltd.
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