Herbalife Ltd. (NYSE: HLF) (“Herbalife” or “the Company”)
announced today it has commenced a “modified Dutch auction”
self-tender offer to purchase in cash up to an aggregate
$600 million of shares of its common stock at a per share
price not greater than $108.00 nor less than $98.00 (the “tender
offer”).
The closing price of Herbalife’s common shares on the New York
Stock Exchange on April 17, 2018, the last full trading day
before the commencement of the tender offer, was $103.02 per share.
The tender offer is scheduled to expire at 5:00 P.M., New York City
time, on May 16, 2018, unless the offer is extended.
The Company believes that the repurchase of shares pursuant to
the tender offer is consistent with its long-term goal of
maximizing shareholder value. The board of directors evaluated the
Company’s operations, financial condition, capital needs,
regulatory requirements, strategy and expectations for the future
and believes that the tender offer is a prudent use of the
Company’s financial resources and determined that a tender offer is
an appropriate mechanism to return capital to shareholders that
seek liquidity under current market conditions and allowing
shareholders who do not participate in the tender offer to share in
a higher portion of the Company’s future potential.
The full terms and conditions of the tender offer are discussed
in the Offer to Purchase, dated April 18, 2018 (“Offer to
Purchase”), and the associated Letter of Transmittal and other
materials relating to the tender offer that Herbalife is filing
today with the Securities and Exchange Commission (“SEC”).
The tender offer is not contingent upon obtaining any financing.
However, the tender offer is subject to a number of other terms and
conditions, which are described in detail in the Offer to
Purchase.
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.
The Company is currently soliciting shareholder approval of a
previously announced two-for-one stock split. If approved at
Herbalife’s Annual General Meeting of Shareholders to be held on
April 24, 2018, the Company expects the common shares will go
ex-dividend on the New York Stock Exchange on May 15, 2018.
The Depository Trust Company (“DTC”) is expected to allocate split
share entitlements on May 17, 2018 (the day after the tender
offer is scheduled to expire). Accordingly, when completing the
Letter of Transmittal shareholders should specify the total number
of common shares they are tendering on a pre-split basis.
For more information about our “modified Dutch auction” tender
offer and other details, please visit our investor website
(http://ir.herbalife.com) or refer to
the 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 (877) 278-4774.
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 HERBALIFE INTENDS TO DISTRIBUTE TO ITS
SHAREHOLDERS. HERBALIFE WILL FILE A TENDER OFFER STATEMENT ON
SCHEDULE TO 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 is a global nutrition company that sells
weight-management, targeted nutrition, energy and sports and
fitness and outer nutrition care products exclusively to and
through dedicated Herbalife independent distributors in more than
90 countries. The Company has over 8,000 employees worldwide, and
its shares are traded on the New York Stock Exchange (NYSE: HLF)
with net sales of approximately $4.4 billion in 2017. The
Company supports the Herbalife Family Foundation (HFF) and its Casa
Herbalife programs to help bring good nutrition to children in
need.
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 expiration of the tender
offer, the anticipated effects of the consummation of the tender
offer described herein, the satisfaction of the tender conditions
described in the Offer to Purchase, as well as the Company’s
proposed two-for-one stock split, the timing for consummation of
the stock split, including but limited to the record date,
effectiveness date, ex-dividend date, and date DTC allocates split
share entitlements to shareholder accounts, 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. 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 22, 2018, 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: https://www.businesswire.com/news/home/20180418005490/en/
Herbalife Ltd.Media Contacts: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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