This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO) is being filed by Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the Company). This Schedule TO relates to the offer by the Company to purchase common shares, par value
$0.001 per share in the capital, of the Company (the common shares), for an aggregate cash purchase price of up to $600 million and at a price per share not greater than $108.00 nor less than $98.00 per share, net to the seller in
cash, less any applicable tax withholding and without interest, and as adjusted for any stock split, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 18, 2018 (the Offer to Purchase), and
in the related Letter of Transmittal (the Letter of Transmittal which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the Offer), copies of which are
annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Upon the terms and subject to the conditions of the Offer,
the Company will purchase common shares properly tendered and not properly withdrawn for an aggregate cash purchase price of up to $600 million. Unless the context otherwise requires, all references to common shares shall refer to the
common shares and all references to common shares properly tendered shall refer to common shares properly tendered and not properly withdrawn in the Offer. All the information set forth in the Offer to Purchase is
incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. Unless otherwise indicated, references to sections in this
Schedule TO are references to sections of the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, promptly following the
Expiration Time (as defined in the Offer to Purchase), the Company will determine a single per share price, which will not be greater than $108.00 nor less than $98.00 per share, net to the seller in cash, less any applicable tax withholding and
without interest, and as adjusted for any stock split (the Cash Purchase Price), that will allow the Company to purchase the shares properly tendered, for an aggregate Cash Purchase Price of up to $600 million. The Cash Purchase Price
will be the lowest price per share not greater than $108.00 nor less than $98.00 per share (in multiples of $0.25), as adjusted for any stock split, at which shares have been properly tendered in the Offer, that will enable the Company to purchase
common shares for an aggregate Cash Purchase Price up to $600 million. If fewer than such number of shares as would enable us to purchase shares pursuant to the Offer for an aggregate Cash Purchase Price of up to $600 million shares are properly
tendered, the Company will select the lowest price that will allow the Company to purchase all the shares that are properly tendered. All shares the Company purchases in the Offer will be purchased at the same Cash Purchase Price regardless of
whether the shareholder tendered at a lower price, or was deemed to have tendered, at a lower price. If the Companys purchase of all shares properly tendered at or below the Cash Purchase Price and not properly withdrawn in the Offer would
result in an aggregate Cash Purchase Price of more than $600 million, the Company will purchase all shares properly tendered at or below the Cash Purchase Price on a pro rata basis, except for odd lots (lots held by owners of less than
100 shares at the Expiration Time), which the Company will purchase on a priority basis, and except for each conditional tender whose condition was not met, which the Company will not purchase. Shares tendered but not purchased pursuant to the Offer
will be returned to the tendering shareholders at the Companys expense promptly following the Expiration Time.
The number of common shares subject
to the Offer and the price per share relate to the common shares as outstanding on the date of the Offer. The Expiration Time is currently scheduled two days after the stock split distribution date (May 14, 2018), when the Company expects to effect
a two-for-one stock split as described in the Companys 2018 proxy statement. Following the stock split, the Cash Purchase Price will be adjusted ratably to reflect the increased number of common shares outstanding on a post-split basis.