Herbalife Ltd. (NYSE: HLF) (“Herbalife” or “the Company”)
announced today it has commenced a “modified Dutch auction”
self-tender offer to purchase for cash up to an aggregate of $600
million of shares of its common stock at a per share price not less
than $60.00 nor greater than $68.00. For each share tendered,
shareholders will also receive a non-transferable contractual
contingent value right (“CVR”) allowing participants in the tender
offer to receive a contingent cash payment should Herbalife be
acquired in a going-private transaction within two years of today’s
commencement of the tender offer.
The closing price of Herbalife’s common shares on the New York
Stock Exchange on August 18, 2017, the last full trading day before
the commencement of the tender offer, was $61.95 per share. The
tender offer is scheduled to expire at 5:00 P.M., New York City
time, on September 19, 2017, unless the offer is extended.
The Herbalife Board of Directors has determined the tender
offer, which includes a combination of a cash payment and a CVR for
each share, is an appropriate way to return capital to shareholders
that seek liquidity under current market conditions while, at the
same time, providing such tendering shareholders potential
additional value in the event Herbalife is taken private within two
years.
Specifically, the Company was recently in discussions with a
prospective financial investor regarding a potential transaction
that could have led to the Company being taken private. While these
conversations were formally terminated on August 16, 2017, because
these discussions contemplated the possibility of the Company being
taken private, the Board of Directors decided to provide tendering
shareholders with some protection in the event the Company is taken
private within two years resulting in remaining shareholders
possibly receiving a higher price than paid in the self-tender.
“Our Board and management team are committed to enhancing
shareholder value and we believe today’s action is just one more
step in meeting this goal,” said John DeSimone, Chief Financial
Officer. “We have already acquired during 2017 approximately $299
million of our shares on the open market under our current $1.5
billion share repurchase plan, and we believe this tender offer
provides us an efficient way to buy back additional shares at an
attractive price.”
In connection with the tender offer, Carl Icahn and his
controlled affiliates that own Herbalife shares (the “Icahn
Entities”) and Herbalife entered into an agreement with the Icahn
Entities on August 21, 2017 pursuant to which the Icahn Entities
agreed, among other things and for the two years following
commencement of the tender offer, to not increase their aggregate
beneficial ownership above 50% of Herbalife’s outstanding common
shares unless they have agreed to acquire 100% of its outstanding
common shares.
Demonstrating their commitment and belief in the long-term
success of Herbalife, members of the Board of Directors, Herbalife
executive officers and Carl Icahn, the Company’s largest
shareholder, have all advised that they do not intend to tender
shares into this tender offer.
The full terms and conditions of the tender offer are discussed
in the Offer to Purchase, dated August 21, 2017 (“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.
Neither 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 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, 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 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 that the Company will engage in
any discussions or negotiations with any party regarding a possible
“going private” transaction or that any “going private” 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170821005267/en/
Herbalife Ltd.Media Contact:Jennifer ButlerVP, Media
Relationsjenb@herbalife.com213.745.0420orGary KishnerDirector,
Media RelationsGaryki@herbalife.com213.745.0456orInvestor
Contact:Alan QuanVP, Investor
Relationsalanqu@herbalife.com213.745.0541
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