Company Website:
http://www.herbalife.com
LOS ANGELES -- (Business Wire)
Herbalife Nutrition Ltd. (NYSE: HLF) (“Herbalife Nutrition” or “the
Company”) announced today the adjusted price range of its tender offer
for Herbalife Nutrition’s common shares, par value $0.0005 per share
(“shares”), wherein the Company is seeking to purchase up to $600
million in shares. Following the adjustment to reflect the Company’s
recently implemented two-for-one stock split, the cash purchase price in
the tender offer shall not be greater than $54.00 nor less than $49.00
per share, with the exact price to be determined through a “modified
Dutch auction” pricing mechanism. The aggregate tender offer
consideration, adjusted for the stock split, remains the same. 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 Nutrition filed on April 18, 2018 with the Securities and
Exchange Commission (“SEC”).
As previously announced, the expiration time of the offer is 5:00 P.M.,
New York City time, Thursday, May 24, 2018, unless the tender offer is
further extended. 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 Nutrition, 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 Nutrition. In doing so, shareholders should read
carefully the information in the Offer to Purchase and the other tender
offer documents.
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 Nutrition’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 NUTRITIONDISTRIBUTED TO ITS SHAREHOLDERS.
HERBALIFE NUTRITION FILED A TENDER OFFER STATEMENT ON SCHEDULE TO DATED
APRIL 18, 2018 AND THE AMENDMENTS THERETO WITH THE SEC. HERBALIFE
NUTRITION’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 Nutrition 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 and
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,
skyrocketing public healthcare costs and a rise in entrepreneurs of all
ages. Herbalife Nutrition 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.
Herbalife Nutrition’s targeted nutrition, weight-management, energy and
fitness and personal care products are available exclusively to and
through its independent 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. Herbalife
Nutrition 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.
Herbalife Nutrition 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. To learn more, visit Herbalife.com
or IAmHerbalife.com.
Herbalife Nutrition 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 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 timing for the split share allocation date, shareholders’ ability to
tender through the Automated Tender Offer Program, 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, and in Part II Item 1A
and elsewhere of the Company’s Quarterly Report on Form 10-Q, filed with
the SEC on May 3, 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180516006302/en/
Contacts:
Herbalife Nutrition Ltd.
Media Contacts:
Jennifer Butler
VP,
Media Relations
213.745.0420
jenb@herbalife.com
or
Gary
Kishner
Director, Media Relations
213.745.0456
garyki@herbalife.com
or
Investor
Contact:
Eric Monroe
Director, Investor Relations
213.745.0449
ericm@herbalife.com
Source: Herbalife Nutrition Ltd.
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