Herbalife Announces Waiver and Amendment of Condition to Its Tender Offer for Common Shares
August 28 2017 - 04:30PM
Business Wire
Herbalife Ltd. (NYSE: HLF) (“Herbalife” or “Company”) announced
today it has waived the share price condition related to its
previously announced cash tender offer for its 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
contingent value right (“tender offer”). Herbalife’s tender offer
is subject to several conditions, including that the reported
closing price for shares during the tender offer not increase or
decrease by more than 10% from $61.95, the reported closing price
on August 18, 2017, the last full trading day before the tender
offer was commenced (“share price condition”). On August 22, 2017,
Herbalife’s shares closed at $69.36, thereby triggering the share
price condition.
Consequently, Herbalife is amending its tender offer by waiving
and amending the share price condition. As amended, the tender
offer is conditioned on the reported closing market price of shares
on any trading day during the tender offer not falling more than 5%
below or reaching more than 5% above the low and high price per
share offered in the tender offer, respectively. Specifically, if
the reported closing market price of the shares on any trading day
during the tender offer is less than $57.00 or more than $71.40,
the Company will have the right, but not the obligation, to
terminate the tender offer without accepting shares for purchase.
All other terms and conditions of the tender offer remain unchanged
including grant of the non-transferable contractual contingent
value right for each share tendered, allowing participants to
receive a contingent cash payment should Herbalife be acquired in a
going-private transaction within two years of the commencement of
the tender offer.
The amendment and revised share price condition are discussed in
the Schedule TO amendment Herbalife is filing today with the
Securities and Exchange Commission (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. 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, LETTER OF
TRANSMITTAL 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 (HFF)
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 slightly 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/20170828005847/en/
Herbalife Ltd.Media Contact:Jennifer ButlerVP, Media
Relations213.745.0420jenb@herbalife.comorGary KishnerDirector, Media
Relations213.745.0456Garyki@herbalife.comorInvestor Contact:Alan
QuanVP, Investor Relations213.745.0541alanqu@herbalife.com
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