Herbalife Nutrition Ltd. (NYSE: HLF) (“Herbalife Nutrition” or
“the Company”) announced today the preliminary results of its
“modified Dutch auction” tender offer, which expired at 5:00 P.M.,
New York City time, on Thursday, May 24, 2018, to purchase up to an
aggregate of $600 million of the Company’s common shares at a
cash purchase price not greater than $54.00 nor less than $49.00
per share.
Based on the preliminary count by Computershare Trust Company,
N.A., the Depositary for the tender offer, a total of approximately
49.7 million common shares of the Company were properly
tendered and not properly withdrawn at or below the price of $52.50
per share.
In accordance with the terms and conditions of the tender offer
and based on a preliminary count by the Depositary, the Company
expects to accept for payment a total of approximately
11.4 million common shares of the Company at a cash purchase
price of $52.50 per share, for a total cash cost of approximately
$600 million, excluding fees and expenses relating to the
tender offer. These common shares represent approximately 6.5% of
the Company’s total outstanding shares as of May 23, 2018.
The Company anticipates to fund the share purchase in the tender
offer from the $1,300.0 million term loan under its $1,450.0
million senior secured credit facility entered into on February 15,
2017, cash on hand, or drawings under its $150.0 million revolving
credit facility.
Because the tender offer is oversubscribed, the Company expects
to purchase only a prorated portion of the common shares properly
tendered by each tendering shareholder (other than “odd lot”
holders whose shares will be purchased on a priority basis) at the
final per share purchase price. Based on the preliminary tender
count, and accounting for the effect of “odd lot” priority on the
proration factor, the Depositary has informed the Company the
preliminary proration factor for the tender offer is expected to be
approximately 23% of the shares properly tendered at or below the
cash purchase price of $52.50 per share and not properly withdrawn
based on the total number of shares reported to be tendered at or
below $52.50 per share and not withdrawn prior to the expiration of
the tender offer and accounting for “odd lot” priority and the
conditional tender provisions of the tender offer. This preliminary
proration factor is subject to change.
The number of shares expected to be purchased in the tender
offer, the cash purchase price per share, and the aggregate cash
purchase price are preliminary and subject to change. The final
number of shares to be purchased in the tender offer, the final
cash purchase price per share, and the final aggregate cash
purchase price will be announced following the completion of the
confirmation process by the Depositary. Payment for the shares
accepted for purchase pursuant to the tender offer will occur
promptly thereafter.
The Company’s tender offer was made pursuant to an Offer to
Purchase and Letter of Transmittal, each dated April 18, 2018, and
as amended April 27, 2018, and May 16, 2018.
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 final cash purchase price for shares
tendered in the tender offer, the timing of the Company’s
acceptance of shares for purchase, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180525005099/en/
Herbalife Nutrition Ltd.Media Contacts:Jennifer ButlerVP, Media
Relationsjenb@herbalife.com213.745.0420orGary
KishnerDirector, Media
Relationsgaryki@herbalife.com213.745.0456orInvestor
Contact:Eric MonroeDirector, Investor
Relationsericm@herbalife.com213.745.0449
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