On August 21, 2017, Herbalife Ltd. (the “Company”) issued a press release
announcing the commencement of a modified “Dutch auction” tender offer to purchase its common shares, par value $0.001 per share (the “common shares”) (CUSIP G4412G101), 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 the 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 the Company filed with the Securities and Exchange Commission on August 21, 2017, 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 in the corresponding Letter of Transmittal (“Letter of Transmittal,” which together, as each may be amended or supplemented from time to time,
constitute the “Offer”).
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2017, unless the Offer is extended or withdrawn (such date, as it may be extended, the “Expiration Date”).
Upon the terms and subject to the
conditions of the Offer, promptly following the Expiration Date, the Company will determine a single per share price, which will not be greater than $68.00 nor less than $60.00, net to the seller in cash (the “Cash Purchase Price”), less
any applicable tax withholding and without interest, that the Company will pay for those shares properly tendered, together with a CVR, for an aggregate Cash Purchase Price of up to $600 million. 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 the Company to purchase the maximum numbers of shares for an aggregate Cash Purchase
Price of up to $600 million. If fewer than such number of shares as would enable the Company to purchase shares pursuant to the Offer for an aggregate Cash Purchase Price of up to $600 million are properly tendered, the Company will select
the lowest price that will allow it to purchase all the shares that are properly tendered.
Assuming that the conditions to the Offer are satisfied or
waived, at the minimum purchase price of $60.00 per share, the maximum number of shares that the Company will purchase is 10,000,000 if the Offer is fully subscribed and the Company does not increase the amount of the maximum aggregate Cash Purchase
Price to be paid the Offer, which would represent approximately 10.64% of the Company’s outstanding shares as of August 15, 2017. Assuming that the conditions to the Offer are satisfied or waived, at the maximum purchase price of $68.00
per share, the maximum number of shares that the Company will purchase is 8,823,529 if the Offer is fully subscribed and the Company does not increase the amount of the maximum aggregate Cash Purchase Price to be paid the Offer, which would
represent approximately 9.39% of the Company’s outstanding shares as of August 15, 2017.
All common shares the Company purchases in the Offer
will be purchased at the same Cash Purchase Price regardless of whether the shareholder tendered, or was deemed to have tendered, at a lower cash price. If the Company’s purchase of all common shares properly at or below the Cash Purchase Price
and not properly withdrawn in the Offer would result in an aggregate Cash Purchase Price of more than $600 million, the Company will purchase all common shares properly tendered at or below the Cash Purchase Price on a pro rata basis, except
for “odd lots” (lots held by owners of less than 100 shares), which the Company will purchase on a priority basis, and except for each conditional tender whose condition was not met, which the Company will not purchase. Common shares
properly tendered, but not purchased pursuant to the Offer will be returned to the tendering shareholders at the Company’s expense promptly after the Offer expires.
The Offer is not conditioned upon the receipt of financing. The Offer, however, is subject to certain other conditions. In the event that any condition
specified in the Offer to Purchase is triggered, the Company may waive, in its discretion, such condition prior to the expiration of the Offer in order to proceed with the Offer.
The Board of Directors of the Company (the “Board”) has unanimously approved the Offer pursuant to the recommendation of a committee of the Board,
which is comprised solely of individuals whom the Board has determined to be an independent director under Section 303A.02 of the NYSE Listed Company Manual (the
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Committee”). However, none of the Board, the Company, the Depositary and Paying Agent (as defined in the Offer to Purchase) or the Information Agent (as defined in the Offer to Purchase) is
making any recommendation to shareholders as to whether to tender or refrain from tendering any shares or as to the cash purchase price or cash purchase prices at which shareholders may choose to tender their shares.
In addition, we have been advised that neither the directors or executive officers of the Company nor Mr. Carl C. Icahn and all of his controlled
affiliates holding shares intend to tender any of their shares in the Offer or otherwise sell or dispose of any common shares during the pendency of the Offer.
A copy of the Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 8.01.