Herbalife Nutrition Ltd. (NYSE: HLF) (“Herbalife Nutrition” or
“the Company”) announced today the final 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 final count by Computershare Trust Company, N.A.,
the Depositary for the tender offer, a total of 49,705,756 common
shares of the Company were properly tendered and not properly
withdrawn at or below the price of $52.50 per share.
Because the tender offer was oversubscribed, the Company
purchased only a prorated portion of the common shares properly
tendered by each tendering shareholder (other than “odd lot”
holders whose shares were purchased on a priority basis) at the
final per share cash purchase price of $52.50. Based on the final
tender count, and taking into consideration the effect of odd lot
priority on the proration factor, the final proration factor for
the tender offer was 22.991123% of the shares properly tendered at
or below the cash purchase price of $52.50 per share.
Accordingly, the Company accepted for purchase 11,428,571
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 28, 2018. The
Depositary will promptly pay for the shares accepted for purchase
and promptly return all shares tendered and not accepted for
purchase.
The Company expects to cancel all of the shares purchased
pursuant to the tender offer on June 4, 2018. After giving effect
to the purchase and cancellation of the shares, the Company will
have approximately 165.1 million outstanding shares.
The Company funded 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 and cash
on hand.
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, May 16, 2018, and May 25, 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 timing and cancellation of the
Company’s shares purchased pursuant to the tender offer, 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/20180530005406/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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