Exhibit (a)(1)(C)
Offer to Purchase for Cash
by
HERBALIFE LTD.
of
Common Shares
of
Herbalife Ltd.
for
an Aggregate Cash Purchase Price of Up to $600 Million
at
a Cash Purchase Price Not Greater Than $68.00 nor Less Than $60.00 Per Share plus a Contingent Value Right, which Represents the Contractual Right to Receive Certain Consideration upon the Occurrence of Certain Events, as Described in and Under Conditions Set Forth in the Contingent Value Rights Agreement
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 19, 2017, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE EXPIRATION TIME)
August 21, 2017
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Whereas Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the Company, we, or us), is offering to purchase common shares, par value $0.001 per share in the capital, of the Company (the common shares), for an aggregate cash purchase price of up to $600 million and at a per share price (i) not greater than $68.00 nor less than $60.00, net to the seller in cash, less any applicable tax withholding and without interest, plus (ii) a non-transferable contractual contingent value right (a CVR) pursuant to a Contingent Value Rights Agreement, to be entered into by the Company substantially in the form which is annexed to and filed with the Tender Offer Statement on Schedule TO we filed with the Securities and Exchange Commission on August 21, 2017 (the Schedule TO) as Exhibit (a)(1)(F) (the CVR Agreement), to receive a contingent payment upon the occurrence of a Going Private Transaction (as such term is defined in the CVR Agreement) within the time period specified in the CVR Agreement, without interest and less any applicable tax withholding, each upon the terms and subject to the conditions described in the Offer to Purchase dated August 21, 2017 (the Offer to Purchase) and the related Letter of Transmittal (which together, with any supplements or amendments thereto, collectively, constitute the Offer).
Upon the terms and subject to the conditions of the Offer, we will purchase common shares properly tendered and not properly withdrawn for an aggregate Cash Purchase Price (as defined in the Offer to Purchase) of up to $600 million, constituting approximately 10.64% of the total number of outstanding common shares as of the close of trading on August 15, 2017 (assuming the Company acquires common shares pursuant to this Offer at the lowest possible cash purchase price of $60.00 per share). The Cash Purchase Price will be the lowest price per share not greater than $68.00 nor less than $60.00 per share (in multiples of $0.25) at which shares have been properly tendered in the Offer that will enable us to purchase to purchase the maximum number of shares for an aggregate Cash Purchase Price of up to $600 million. If fewer than such number of shares as would enable us to purchase shares pursuant to the Offer for an aggregate Cash Purchase Price of up to $600 million are properly tendered, we will select the lowest price that will allow us to purchase all the shares that are properly tendered.
Please furnish copies of the enclosed materials to those of your clients for whom you hold shares registered in your name or in the name of your nominee. Unless the context otherwise requires, all references to shares shall refer to the common shares and all references to shares properly tendered shall refer to shares properly tendered and not properly withdrawn in the Offer.
Enclosed with this letter are copies of the following documents:
1. | Offer to Purchase dated August 21, 2017; |
2. | Letter of Transmittal, for your use in accepting the Offer and tendering shares of and for the information of your clients; |
3. | Form of letter that you may send to your clients for whose account you hold shares registered in your name or in the name of a nominee, with an Instruction Form provided for obtaining such clients instructions with regard to the Offer; and |
The Offer is not conditioned upon the receipt of financing. The Offer is, however, subject to certain other conditions. See Section 7 of the Offer to Purchase.
We urge you to contact your clients promptly. Please note that the Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on September 19, 2017, unless the offer is extended.
Under no circumstances will we pay interest on the Cash Purchase Price of the shares or any payments due pursuant to any CVR, including but not limited to, by reason of any extension of, or amendment to the Offer or any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase shares pursuant to the Offer. See Section 7 of the Offer to Purchase.
The Company will not pay any fees or commissions to any broker, dealer, commercial bank, trust company or any other person (other than the Information Agent and the Depositary and Paying Agent, as described in the Offer to Purchase) for soliciting tenders of shares pursuant to the Offer. However, the Company will, on request, reimburse you for reasonable and necessary costs and expenses, such as customary mailing and handling expenses, incurred by you in forwarding copies of the enclosed Offer materials to your clients. The Company will pay or cause to be paid all stock transfer taxes, if any, to its purchase of shares pursuant to the Offer, except as otherwise provided in Instruction 7 in the Letter of Transmittal.
Questions and requests for additional copies of the enclosed material may be directed to us at our address and telephone number set forth on the back cover of the Offer to Purchase.
Very truly yours,
Georgeson LLC
Nothing contained in this letter or in the enclosed documents shall render you or any other person the agent of the Company, the Depositary and Paying Agent, the Information Agent or any affiliate of any of them or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them with respect to the Offer other than the enclosed documents and the statements contained therein.
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