Herbalife to Nominate Three Additional Icahn Designees to Board
24 März 2014 - 11:00AM
Business Wire
Herbalife (NYSE: HLF) today announced that it has amended and
restated its agreement with Carl C. Icahn, Icahn Enterprises
Holdings L.P. and certain related entities (collectively the "Icahn
Parties"), which beneficially own, in the aggregate, 17,000,000
shares of Herbalife common stock, representing approximately 16.8%
of the company's outstanding shares. As part of the agreement,
Herbalife will nominate three designees of the Icahn Parties,
Hunter C. Gary, Jesse A. Lynn and James L. Nelson, for election to
Herbalife’s board of directors at its 2014 Annual General Meeting
of Shareholders, currently scheduled for April 29, 2014 ("the
Annual Meeting"). Messrs. Gary and Lynn are employees of Icahn
Enterprises L.P., and will be nominated for election to the Class I
directorships currently held by Carole Black and Michael Levitt,
whose three-year terms end at the Annual Meeting. Colombe M.
Nicholas intends to resign from Herbalife’s board, and Mr. Nelson,
who is an independent director of Icahn Enterprises L.P., will be
nominated for election to serve the remainder of the term of Ms.
Nicholas’ Class II directorship. These three nominations are in
addition to the two representatives of the Icahn Parties currently
on the board. The size of the board will remain at thirteen
directors.
Under the terms of the amended and restated agreement, the Icahn
Parties have agreed, among other things, to continue to abide by
certain standstill provisions and vote their shares in support of
all of the board's director nominees at the upcoming Annual
Meeting. The Icahn Parties continue to have the right to increase
the size of their ownership position in Herbalife up to 25% of the
outstanding common stock. A copy of the agreement with further
detail will be attached to a Current Report on Form 8-K to be filed
by Herbalife with the Securities and Exchange Commission.
"This is a very positive agreement and we appreciate the Icahn
Parties’ shared confidence in Herbalife’s continued success," said
Michael O. Johnson, chairman and chief executive officer of
Herbalife. "The current Icahn representatives have brought
considerable insight and experience to our board and we look
forward to working with the additional representatives in a
similarly collaborative way. I would like to thank Carole Black,
Michael Levitt and Colombe Nicholas for their many contributions to
the board.”
"We remain resolute in our commitment to the long term success
of Herbalife," said Mr. Icahn. "We continue to have confidence in
its board and management team, and believe in the company's great
potential. We thank the board for their trust in us and hope and
believe our directors will enhance value and contribute to the
long term success of the company, as we have done at so many
companies over the past decade."
About Herbalife Ltd.
Herbalife Ltd. (NYSE:HLF) is a global nutrition company
that sells weight-management, nutrition, and personal care products
intended to support a healthy lifestyle. Herbalife products
are sold in over 90 countries through and to a network of
independent distributors. The company supports the Herbalife
Family Foundation and its Casa Herbalife program to help bring
good nutrition to children. Herbalife's website contains
a significant amount of financial and other information
about Herbalife, for investors
at http://ir.Herbalife.com. The company encourages investors
to visit its website from time to time, as information is updated
and new information is posted.
FORWARD-LOOKING STATEMENTS
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 Securities and Exchange Commission. Important factors that
could cause our actual results, performance and achievements, or
industry results to differ materially from estimates or projections
contained in our forward-looking statements include, among others,
the following:
- any collateral impact resulting from
the ongoing worldwide financial environment, including the
availability of liquidity to us, our customers and our suppliers or
the willingness of our customers to purchase products in a
difficult economic environment;
- our relationship with, and our ability
to influence the actions of, our distributors;
- improper action by our employees or
distributors in violation of applicable law;
- adverse publicity associated with our
products or network marketing organization, including our ability
to comfort the marketplace, regulators and other third parties
regarding our compliance with applicable laws;
- changing consumer preferences and
demands;
- our reliance upon, or the loss or
departure of any member of, our senior management team which could
negatively impact our distributor relations and operating
results;
- the competitive nature of our
business;
- regulatory matters governing our
products, including potential governmental or regulatory actions
concerning the safety or efficacy of our products and network
marketing program, including the direct selling market in which we
operate;
- legal challenges to our network
marketing program;
- risks associated with operating
internationally and the effect of economic factors, including
foreign exchange, inflation, disruptions or conflicts with our
third party importers, pricing and currency devaluation risks,
especially in countries such as Argentina and Venezuela;
- uncertainties relating to the
application of transfer pricing, duties, value added taxes, and
other tax regulations, and changes thereto;
- uncertainties relating to
interpretation and enforcement of legislation in China governing
direct selling;
- uncertainties relating to the
interpretation, enforcement or amendment of legislation in India
governing direct selling;
- our inability to obtain the necessary
licenses to expand our direct selling business in China;
- adverse changes in the Chinese economy,
Chinese legal system or Chinese governmental policies;
- our dependence on increased penetration
of existing markets;
- contractual limitations on our ability
to expand our business;
- our reliance on our information
technology infrastructure and outside manufacturers;
- the sufficiency of trademarks and other
intellectual property rights;
- product concentration;
- changes in tax laws, treaties or
regulations, or their interpretation;
- taxation relating to our
distributors;
- product liability claims;
- whether we will purchase any of our
shares in the open markets or otherwise; and
- share price volatility related to,
among other things, speculative trading and certain traders
shorting our common shares.
We do not undertake any obligation to update or release any
revisions to any forward-looking statement or to report any events
or circumstances after the date hereof or to reflect the occurrence
of unanticipated events, except as required by law.
Herbalife Ltd.Media Contact:Barbara
Henderson, 213-745-0517SVP, Worldwide Corp. Comm.orInvestor Contact:Amy Greene, 213-745-0474VP,
Investor Relations
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