Exhibit 99.1
Herbalife Special Committee Determines Whitneys
$38.00 Offer to Acquire the Company Does Not Represent Sufficient Value
LOS ANGELES March 29, 2007 Herbalife Ltd. (NYSE:HLF) said today that the Special
Committee of its Board of Directors has determined that a proposal by Whitney V L.P. to acquire all
of Herbalifes outstanding common stock for $38.00 per share does not represent sufficient value
for the Company.
The Board recognizes and values the leadership that Whitney has provided Herbalife. We
remain open-minded about ways to achieve appropriate value for the Company, and would certainly
consider an improved proposal from Whitney. However, in the absence of such a proposal, the Board
expects the Company to continue to grow and prosper, said Leroy T. Barnes Jr., Chairman of the
Special Committee. Herbalifes continued momentum, enabled by the outstanding performance of our
distributors and underscored by the recent receipt of a new license to operate in China and the
recently announced marketing agreement with the L.A. Galaxy soccer team, further reinforces the
Special Committees determination that a $38.00 offer is too low.
I want to thank the distributors for their unwavering focus and commitment to Herbalife as
the Company evaluates these matters. We recognize the critical importance of our independent
distributors and the value they bring to the Herbalife franchise, said Michael O. Johnson, Chief
Executive Officer of Herbalife. Their efforts are generating exceptional momentum in our business
and as a result the Company is performing very well.
On February 2, 2007 Herbalife received an unsolicited offer from Whitney to acquire the
company in an all cash transaction. Whitney reported at the time of the offer that it owns
approximately 27% of Herbalifes outstanding common stock. As a Cayman Islands registered
corporation, any transaction to sell Herbalife would require an affirmative vote by a majority of
shareholders voting on the transaction and 75% in value of the voted shares.
The Special Committee is comprised solely of independent and disinterested directors and is
being assisted in its review by independent legal and financial advisors Munger, Tolles & Olson LLP
and Goldman, Sachs & Co., respectively.
About Herbalife Ltd.
Herbalife Ltd. (NYSE: HLF) is a global network marketing company that sells weight-management,
nutritional supplements and personal care products intended to support a healthy lifestyle.
Herbalife products are sold in 64 countries through a network of more than 1.5 million independent
distributors. The company supports the Herbalife Family Foundation
(http://www.herbalifefamilyfoundation.org) and its Casa Herbalife program to bring good
nutrition to children. Please visit Herbalife Investor Relations (http://ir.herbalife.com) for
additional financial information.
Disclosure Regarding Forward-Looking Statements
Except for historical information contained herein, the matters set forth in this press release are
forward-looking statements. All statements other than statements of historical fact are
forward-looking statements for purposes of federal and state securities laws, including any
projections of earnings, revenue or other financial items; any statements of the plans, strategies
and objectives of management for future operations; any statements concerning proposed new services
or developments; any statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the foregoing. 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 Securities and
Exchange Commission. Important factors that could cause our actual results, performance and
achievements, or industry results to differ materially from estimates or projections contained in
our forward-looking statements include, among others, the following:
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our relationship with, and our ability to influence the actions of, our distributors; |
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adverse publicity associated with our products or network marketing organization; |
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uncertainties relating to interpretation and enforcement of recently enacted legislation
in China governing direct selling; |
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risk of our inability to obtain the necessary licenses to conduct a direct selling
business in China; |
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adverse changes in the Chinese economy, Chinese legal system or Chinese governmental
policies; |
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risk of improper action by our employees or international distributors in violation of
applicable law; |
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changing consumer preferences and demands; |
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the competitive nature of our business; |
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regulatory matters governing our products, including potential governmental or
regulatory actions concerning the safety or efficacy of our products, and network marketing
program, including the direct selling market in which we operate; |
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risks associated with operating internationally, including foreign exchange risks; |
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our dependence on increased penetration of existing markets; |
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contractual limitations on our ability to expand our business; |
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our reliance on our information technology infrastructure and outside manufacturers; |
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the sufficiency of trademarks and other intellectual property rights; |
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product concentration; |
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our reliance on our management team; |
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uncertainties relating to the application of transfer pricing, duties and similar tax
regulations; |
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taxation relating to our distributors; and |
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product liability claims. |
Contact: Herbalife Ltd.
Barbara Henderson, SVP, Worldwide Corp. Com
310-410-9600 ext. 32736 or
Paul Kranhold/Matt Benson
Sard Verbinnen & Co.
415-618-8750
Investor Contact:
Rich Goudis, CFO
310-410-9600 ext. 32222
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