LOS ANGELES -- (Business Wire)
Herbalife (NYSE: HLF) today announced that it has amended and restated
its agreement with Carl C. Icahn, Icahn Enterprises Holdings L.P. and
certain related entities (collectively the "Icahn Parties"), which
beneficially own, in the aggregate, 17,000,000 shares of Herbalife
common stock, representing approximately 16.8% of the company's
outstanding shares. As part of the agreement, Herbalife will nominate
three designees of the Icahn Parties, Hunter C. Gary, Jesse A. Lynn and
James L. Nelson, for election to Herbalife’s board of directors at its
2014 Annual General Meeting of Shareholders, currently scheduled for
April 29, 2014 ("the Annual Meeting"). Messrs. Gary and Lynn are
employees of Icahn Enterprises L.P., and will be nominated for election
to the Class I directorships currently held by Carole Black and Michael
Levitt, whose three-year terms end at the Annual Meeting. Colombe M.
Nicholas intends to resign from Herbalife’s board, and Mr. Nelson, who
is an independent director of Icahn Enterprises L.P., will be nominated
for election to serve the remainder of the term of Ms. Nicholas’ Class
II directorship. These three nominations are in addition to the two
representatives of the Icahn Parties currently on the board. The size of
the board will remain at thirteen directors.
Under the terms of the amended and restated agreement, the Icahn Parties
have agreed, among other things, to continue to abide by certain
standstill provisions and vote their shares in support of all of the
board's director nominees at the upcoming Annual Meeting. The Icahn
Parties continue to have the right to increase the size of their
ownership position in Herbalife up to 25% of the outstanding common
stock. A copy of the agreement with further detail will be attached to a
Current Report on Form 8-K to be filed by Herbalife with the Securities
and Exchange Commission.
"This is a very positive agreement and we appreciate the Icahn Parties’
shared confidence in Herbalife’s continued success," said Michael O.
Johnson, chairman and chief executive officer of Herbalife. "The current
Icahn representatives have brought considerable insight and experience
to our board and we look forward to working with the additional
representatives in a similarly collaborative way. I would like to thank
Carole Black, Michael Levitt and Colombe Nicholas for their many
contributions to the board.”
"We remain resolute in our commitment to the long term success of
Herbalife," said Mr. Icahn. "We continue to have confidence in its board
and management team, and believe in the company's great potential. We
thank the board for their trust in us and hope and believe our directors
will enhance value and contribute to the long term success of the
company, as we have done at so many companies over the past decade."
About Herbalife Ltd.
Herbalife Ltd. (NYSE:HLF) is a global nutrition company that sells
weight-management, nutrition, and personal care products intended to
support a healthy lifestyle. Herbalife products are sold in over 90
countries through and to a network of independent distributors. The
company supports the Herbalife Family Foundation and its Casa Herbalife
program to help bring good nutrition to children. Herbalife's website
contains a significant amount of financial and other information
about Herbalife, for investors at http://ir.Herbalife.com.
The company encourages investors to visit its website from time to time,
as information is updated and new information is posted.
FORWARD-LOOKING STATEMENTS
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 Securities and
Exchange Commission. Important factors that could cause our actual
results, performance and achievements, or industry results to differ
materially from estimates or projections contained in our
forward-looking statements include, among others, the following:
-
any collateral impact resulting from the ongoing worldwide financial
environment, including the availability of liquidity to us, our
customers and our suppliers or the willingness of our customers to
purchase products in a difficult economic environment;
-
our relationship with, and our ability to influence the actions of,
our distributors;
-
improper action by our employees or distributors in violation of
applicable law;
-
adverse publicity associated with our products or network marketing
organization, including our ability to comfort the marketplace,
regulators and other third parties regarding our compliance with
applicable laws;
-
changing consumer preferences and demands;
-
our reliance upon, or the loss or departure of any member of, our
senior management team which could negatively impact our distributor
relations and operating results;
-
the competitive nature of our business;
-
regulatory matters governing our products, including potential
governmental or regulatory actions concerning the safety or efficacy
of our products and network marketing program, including the direct
selling market in which we operate;
-
legal challenges to our network marketing program;
-
risks associated with operating internationally and the effect of
economic factors, including foreign exchange, inflation, disruptions
or conflicts with our third party importers, pricing and currency
devaluation risks, especially in countries such as Argentina and
Venezuela;
-
uncertainties relating to the application of transfer pricing, duties,
value added taxes, and other tax regulations, and changes thereto;
-
uncertainties relating to interpretation and enforcement of
legislation in China governing direct selling;
-
uncertainties relating to the interpretation, enforcement or amendment
of legislation in India governing direct selling;
-
our inability to obtain the necessary licenses to expand our direct
selling business in China;
-
adverse changes in the Chinese economy, Chinese legal system or
Chinese governmental policies;
-
our dependence on increased penetration of existing markets;
-
contractual limitations on our ability to expand our business;
-
our reliance on our information technology infrastructure and outside
manufacturers;
-
the sufficiency of trademarks and other intellectual property rights;
-
product concentration;
-
changes in tax laws, treaties or regulations, or their interpretation;
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taxation relating to our distributors;
-
product liability claims;
-
whether we will purchase any of our shares in the open markets or
otherwise; and
-
share price volatility related to, among other things, speculative
trading and certain traders shorting our common shares.
We do not undertake any obligation to update or release any revisions
to any forward-looking statement or to report any events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events, except as required by law.
Contacts:
Herbalife Ltd.
Media Contact:
Barbara
Henderson, 213-745-0517
SVP, Worldwide Corp. Comm.
or
Investor
Contact:
Amy Greene, 213-745-0474
VP, Investor Relations
Source: Herbalife Ltd.
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