Herbalife Nutrition Ltd. announced 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.
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 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.
