Herbalife Ltd. (NYSE: HLF) (“Herbalife” or “Company”) today
announced the final results of its “modified Dutch auction” tender
offer, which expired at 5:00 P.M., New York City time, on Thursday,
October 5, 2017, to purchase for cash up to an aggregate of $600
million of the Company’s common shares at a per share price not
less than $60.00 nor greater than $68.00, plus a non-transferable
contractual contingent value right (“CVR”) for each share tendered,
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 the commencement of the tender
offer.
Based on the final count by Computershare Trust Company, N.A.,
the Depositary for the tender offer (“Depositary”), a total of
6,732,300 common shares of the Company were properly tendered and
not properly withdrawn at or below the final cash purchase price of
$68.00 per share.
Accordingly, the Company accepted for purchase 6,732,300 common
shares of the Company at a cash purchase price of $68.00 plus a CVR
per share, for a total cash cost of approximately $457.8 million,
excluding fees and expenses relating to the tender offer. These
common shares represent approximately 7.2% of the Company’s total
outstanding shares as of October 9, 2017.
Because the aggregate cash purchase price of the total number of
common shares of the Company properly tendered and not properly
withdrawn at or below the final cash purchase price of $68.00 plus
a CVR per share was less than $600 million, all of the shares
properly tendered and not properly withdrawn were accepted for
purchase.
The Depositary will promptly pay for the shares accepted for
purchase. In addition, the Company has entered into the CVR
agreement with the Depositary, acting as the CVR agent.
The Company expects to cancel all of the shares purchased
pursuant to the tender offer on October 16, 2017. After giving
effect to the purchase and cancellation of the shares, the Company
will have approximately 87.2 million outstanding shares.
The Company funded the share purchases in the tender offer from
the proceeds from the $1,300.0 million term loan under its $1,450.0
million senior secured credit facility entered into on February 15,
2017.
The Company’s tender offer was made pursuant to an Offer to
Purchase and Letter of Transmittal, each dated August 21, 2017 and
as amended September 18, 2017, October 2, 2017, October 4, 2017,
and October 6, 2017.
About Herbalife Ltd.
Herbalife Nutrition is a global nutrition company whose purpose
is to make the world healthier and happier. The Company has been on
a mission for nutrition - changing people's lives with great
nutrition products & programs - since 1980. Together with its
Herbalife Nutrition independent distributors, the Company is
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.
The Company offers 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.
The Company’s 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 its corporate social responsibility efforts, Herbalife
Nutrition supports the Herbalife Family Foundation (HFF)
and its Casa Herbalife programs to help bring good
nutrition to children in need. The Company is 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.
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 $4.5 billion in 2016. To
learn more, visit Herbalife.com or IAmHerbalife.com.
The Company also encourages investors to visit its investor
relations website at ir.herbalife.com as financial and other
information is updated and new information is posted.
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 timing and
cancellation of the Company’s shares purchased pursuant to the
tender offer, and its 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 the Company
believes that the expectations reflected in any of its
forward-looking statements are reasonable, actual results could
differ materially from those projected or assumed in any of the
Company’s forward-looking statements. The Company’s 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 its filings with the SEC. Given these uncertainties,
you should not place undue reliance on these forward-looking
statements. Forward-looking statements represent the Company’s
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. The Company
expressly disclaims 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 in the
Company’s Quarterly Report on Form 10-Q, filed with the SEC on
August 1, 2017, and the Form 8-K filed on October 2, 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. The Company qualifies all of its forward-looking
statements by these cautionary statements. The Company cautions you
that these risks are not exhaustive. The Company operates 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/20171011005380/en/
Herbalife NutritionMedia:Jennifer Butler,
213-745-0420jenb@herbalife.comorInvestor Relations:Eric Monroe,
213-745-0449ericm@herbalife.com
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