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 NUTRITION DISTRIBUTED
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/
Herbalife Nutrition Ltd.Media Contacts:Jennifer ButlerVP, Media
Relations213.745.0420jenb@herbalife.comorGary
KishnerDirector, Media
Relations213.745.0456garyki@herbalife.comorInvestor
Contact:Eric MonroeDirector, Investor
Relations213.745.0449ericm@herbalife.com
Herbalife (NYSE:HLF)
Historical Stock Chart
From Mar 2024 to Apr 2024
Herbalife (NYSE:HLF)
Historical Stock Chart
From Apr 2023 to Apr 2024