Herbalife Nutrition Ltd. (NYSE: HLF) (“Herbalife Nutrition” or
“the Company”) announced today it is extending the expiration time
of its previously announced tender offer from 5:00 P.M., New York
City time, Wednesday, May 16, 2018, to 5:00 P.M., New York City
time, Thursday, May 24, 2018, unless the tender offer is further
extended.
The tender offer is for Herbalife Nutrition’s common shares, par
value $0.001 per share (“shares”), for an aggregate cash purchase
price of up to $600 million and at a per share price not greater
than $108.00 nor less than $98.00, the exact price to be determined
through a “modified Dutch Auction,” and adjusted for any stock
split. The tender offer consideration 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”).
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.
As previously announced, shareholders approved a two-for-one
stock split at Herbalife Nutrition’s Annual General Meeting of
Shareholders held on April 24, 2018. The stock split shares will be
payable on May 14, 2018 to shareholders of record on May 7, 2018.
The Company expects the common shares will go ex-dividend on the
New York Stock Exchange on May 15, 2018. Based on conversations
with The Depository Trust Company (“DTC”), the Company expects
split share entitlements will be allocated to shareholder accounts
on May 17, 2018 (the “split share allocation date”). DTC has
informed the Company it is unable to process tender instructions
until after the split share allocation date. Accordingly,
shareholders who hold shares outside of DTC, who wish to tender
shares prior to the split share allocation date should do so by
means of a Letter of Transmittal specifying the total number of
common shares being tendered on a pre-split basis. After the split
share allocation date, and prior to the expiration time,
shareholders who hold shares through DTC, may tender shares by
means of instructions communicated to DTC through the Automated
Tender Offer Program (“ATOP”).
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 FILED A TENDER OFFER STATEMENT ON
SCHEDULE TO WITH THE SEC ON APRIL 18, 2018. 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 Company’s
anticipated two-for-one stock split, the timing for consummation of
the proposed stock split, including but not limited to the record
date, effectiveness date, ex-dividend date, and the split share
allocation date, shareholders’ ability to tender through ATOP, 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, 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/20180427005831/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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