Herbalife Ltd. (NYSE: HLF) (“Herbalife”) announced today it is
amending its previously announced cash tender offer in order to
clarify or expand upon certain disclosures in response to comments
from the Securities and Exchange Commission (“SEC”), including
providing more detail regarding contingent value rights (each, a
“CVR”), which make up a part of the purchase price. In addition, in
order to provide shareholders with sufficient additional time to
evaluate the amendments to the tender offer, Herbalife is extending
the expiration time of the tender offer from 5:00 P.M., New York
City time, on September 19, 2017, to 5:00 P.M., New York City time,
on October 5, 2017, unless the tender offer is further
extended.
The tender offer is for Herbalife’s common shares, par value
$0.001 per share (“shares”), for an aggregate cash purchase price
of up to $600 million and at a per share price not less than $60.00
nor greater than $68.00, the exact price to be determined through a
“modified Dutch auction,” and a certain contractual CVR (“tender
offer”). The tender offer consideration remains the same. The full
terms and conditions of the Amended and Restated Offer to Purchase
and the extension of the expiration time are discussed in the
Schedule TO amendment Herbalife is filing today with the SEC.
None of Herbalife, its Board of Directors or its affiliates, nor
the information agent or the depositary and paying agent, are
making any recommendation to shareholders as to whether to tender
or refrain from tendering their shares into the tender offer.
Shareholders must decide how many shares they will tender, if any,
and the cash price within the stated range at which they will offer
their shares for purchase by Herbalife. In doing so, shareholders
should read carefully the information in the Offer to Purchase and
the other offer documents.
For more information about a “modified Dutch auction” tender
offer, CVR, and other details, please visit our investor website
(http://ir.herbalife.com) or refer to the Amended and Restated
Offer to Purchase.
Georgeson LLC is the information agent for the tender offer and
shareholders seeking additional information about the tender offer
and process should contact them toll free at (888) 505-9118.
Computershare Trust Company, N.A. is the depositary and paying
agent for the tender offer.
Copies of the Offer to Purchase, Letter of Transmittal, and
other related materials are available free of charge from Georgeson
LLC, or on the SEC’s website, at www.sec.gov. Herbalife’s other
public filings with the SEC, including annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K, are
also available for free on the SEC’s website at www.sec.gov.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE,
OR A SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES. THIS PRESS
RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. THE TENDER OFFER IS
MADE ONLY PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS
THAT HAVE BEEN FILED WITH THE SEC AND DISTRIBUTED TO HERBALIFE’S
SHAREHOLDERS. HERBALIFE HAS FILED A TENDER OFFER STATEMENT ON
SCHEDULE TO AND AMENDMENTS THERETO WITH THE SEC. HERBALIFE’S
SHAREHOLDERS SHOULD READ THESE MATERIALS AND THE DOCUMENTS
INCORPORATED THEREIN BY REFERENCE CAREFULLY AND IN THEIR ENTIRETY
BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER
OFFER.
About Herbalife Ltd.
Herbalife Nutrition is a global nutrition company whose purpose
is to make the world healthier and happier. We have been on a
mission for nutrition - changing people’s lives with great
nutrition products & programs - since 1980. Together with our
Herbalife Nutrition independent distributors, we are 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. We offer 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.
Our 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 our corporate social responsibility efforts,
Herbalife Nutrition supports the Herbalife Family Foundation and
our Casa Herbalife programs to help bring good nutrition to
children in need. We are 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.
Herbalife Nutrition has over 8,000 employees worldwide, and is
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 or IAmHerbalife.com. Financial information is
available on ir.herbalife.com.
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 satisfaction
of the tender conditions described in the Offer to Purchase, and
our 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 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 SEC. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. Forward-looking statements represent
our estimates and assumptions only as of the date of this press
release. No assurances can be given the Company will engage in any
discussions or negotiations with any party regarding a possible
“going private” transaction or that any “going private” or other
transaction with respect to the Company will be consummated. We
expressly disclaim 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 of the
Company’s Quarterly Report on Form 10-Q, filed with the SEC on
August 1, 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. We qualify all of our
forward-looking statements by these cautionary statements. We
caution you that these risks are not exhaustive. We operate in a
continually changing business environment and new risks emerge from
time to time.
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version on businesswire.com: http://www.businesswire.com/news/home/20170918006346/en/
Herbalife Ltd.Media Contact:Jennifer ButlerVP, Media
Relations213.745.0420jenb@herbalife.comorGary KishnerDirector,
Media Relations213.745.0456Garyki@herbalife.comorInvestor
Contact:Eric MonroeDirector, Investor
Relations213.745.0449ericm@herbalife.com
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