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Exhibit 99.1


DISPOSITION AGREEMENT

        This DISPOSITION AGREEMENT, dated as of December 13, 2004 (this "Agreement") is by and among WHITNEY V, L.P., a Delaware limited partnership ("Whitney V"), WHITNEY STRATEGIC PARTNERS V, L.P., a Delaware limited partnership ("Whitney Partners"), WHITNEY PRIVATE DEBT FUND, L.P., a Delaware limited partnership ("Whitney Debt Fund") and GREEN RIVER OFFSHORE FUND, LTD., a Cayman Islands company ("Green River" and, collectively with Whitney V, Whitney Partners and Whitney Debt Fund, "Whitney") on the one hand, and CCG INVESTMENTS (BVI), L.P., a British Virgin Islands limited partnership ("CCG BVI"), CCG ASSOCIATES—QP, LLC, a Delaware limited liability company ("CCG-QP"), CCG ASSOCIATES—AI, LLC, a Delaware limited liability company ("CCG-AI"), CCG INVESTMENT FUND—AI, LP, a Delaware limited partnership ("CCG Investment—AI"), CCG AV, LLC—SERIES C, a Delaware limited liability company ("CCG Series C"), CCG AV, LLC—SERIES E, a Delaware limited liability company ("CCG Series E") and CCG CI, LLC a Delaware limited liability company ("CCG CI" and, collectively with CCG BVI, CCG QP, CCG-AI, CCG Investment—AI, CCG Series C and CCG Series E, "Golden Gate") on the other hand.

        WHEREAS, Whitney and Golden Gate are the beneficial owners of capital stock of Herbalife Ltd., a Cayman Islands company (the "Company");

        WHEREAS, Whitney is the beneficial owner of approximately 50.9% of the Company's issued and outstanding common shares, par value $0.002 per share ("Common Shares");

        WHEREAS, Golden Gate is the beneficial owner of approximately 28.9% of the issued and outstanding Common Shares; and

        WHEREAS, in connection with the Company's contemplated initial public offering of the Common Shares, Whitney and Golden Gate desire to enter into this Agreement to govern their respective rights and obligations with respect to the sale, transfer or other disposition (hereinafter collectively "Dispose" or "Disposition") of their respective Common Shares.

        NOW, THEREFORE, in consideration of the foregoing premises and the covenants, agreements, representations and warranties set forth herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

        1.    Defined Terms.    

        2.    Restrictions on Disposition of Common Shares.    


        3.    Term.    The term of this Agreement (the "Term") shall commence on the Effective Date and shall continue until the earlier of: (a) eighteen (18) months from the Effective Date, and (b) the time at which the aggregate beneficial ownership of Common Shares by Whitney and Golden Gate falls below 25% of the aggregate number of outstanding Common Shares of the Company. This Agreement shall be null and void, and of no further effect, in the event that the Effective Date has not occurred on or before January 15, 2005.

        4.    SEC Filings.    For so long as this Agreement is effective, the parties agree to cooperate in good faith to prepare and file, on a timely basis, any and all necessary forms and disclosures with the SEC and any other regulatory authorities as may be required by virtue of the parties entering into this Agreement.

        5.    Representations and Warranties.    Each party hereto, severally and not jointly, represents and warrants to each other party that:

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        6.    Dispute Resolution.    Any dispute arising under this Agreement shall be resolved as follows:

        7.    Notices.    All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with acknowledgment of complete

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transmission). All notices shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):


        8.    Interpretation.    Unless the context clearly indicates otherwise, (a) words of any gender include each other gender, (b) words using the singular number include the plural, and vice versa, (c) the terms "hereof," "herein," "hereby," and derivate or similar words refer to this Agreement as a whole and not to any particular Section or subsection and (d) the words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

        9.    Counterparts.    This Agreement may be executed by facsimile signature and in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument. Subject to the terms hereof, this Agreement shall not become effective until one or more counterparts have been signed by each party hereto and delivered to the other parties.

        10.    Entire Agreement; Assignment.    This Agreement among the parties hereto: (a) constitutes the entire agreement among the parties with respect to the respective subject matter hereof and supersedes in their entirety any prior or contemporaneous oral or written discussions, negotiations, agreements or understandings between or among the parties with respect to such subject matter; (b) is not intended to and shall not confer upon any other person not a signatory hereto any rights or remedies hereunder; and (c) may not be assigned by operation of law or otherwise without the prior written consent of each other party hereto, and any purported assignment in violation of this requirement shall be null and void ab initio. Subject to the preceding sentence, this Agreement shall be binding on and inure to the benefit of, and is enforceable by, the respective parties hereto and their respective successors, permitted assigns, heirs, executors and administrators.

        11.    Severability.    If any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction or other governmental entity to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the express intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

        12.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts or choice of law principles.

        13.    Rules of Construction.    The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement

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shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions hereof or thereof. Accordingly, each party understands and agrees that the common law principles of construing ambiguities against the drafter shall have no application to this Agreement. Each party hereto acknowledges and agrees that such party has had a full and complete opportunity to review this Agreement, to make suggestions or changes to their terms and to seek independent legal and other advice in connection herewith and therewith.

        14.    Amendment.    Except as required by applicable law, this Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed by all of the parties hereto.

[Signature Pages Follow]

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        IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized representatives as of the Effective Date.

WHITNEY V, L.P.   CCG INVESTMENTS (BVI), L.P.

By:

/s/  
DANIEL J. O'BRIEN      

 

By:

/s/  
KEN DIEKROEGER      



 


Name: Daniel J. O'Brien   Name: Ken Diekroeger
Title: Managing Member   Title: Managing Director

WHITNEY STRATEGIC PARTNERS V, L.P.

 

CCG ASSOCIATES—QP, LLC

By:

/s/  
DANIEL J. O'BRIEN      

 

By:

/s/  
KEN DIEKROEGER      



 


Name: Daniel J. O'Brien   Name: Ken Diekroeger
Title: Managing Member   Title: Managing Director

WHITNEY PRIVATE DEBT FUND, L.P.

 

CCG ASSOCIATES—AI, LLC

By:

/s/  
DANIEL J. O'BRIEN      

 

By:

/s/  
KEN DIEKROEGER      



 


Name: Daniel J. O'Brien   Name: Ken Diekroeger
Title: Managing Member   Title: Managing Director

GREEN RIVER OFFSHORE FUND, LTD.

 

CCG INVESTMENT FUND—AI, LP

By:

/s/  
DANIEL J. O'BRIEN      

 

By:

/s/  
KEN DIEKROEGER      



 


Name: Daniel J. O'Brien   Name: Ken Diekroeger
Title: Managing Member   Title: Managing Director

[Signatures continued on following page]

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CCG AV, LLC—SERIES C

 

 

By:

/s/  
KEN DIEKROEGER      
    Name: Ken Diekroeger
Title: Managing Director

 

 

CCG AV, LLC—SERIES E

 

 

By:

/s/  
KEN DIEKROEGER      
    Name: Ken Diekroeger
Title: Managing Director

 

 

CCG CI, LLC

 

 

By:

/s/  
KEN DIEKROEGER      
    Name: Ken Diekroeger
Title: Managing Director

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