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Home>Herbalife Announces Preliminary Results of Self-Tender Offer

Herbalife Announces Preliminary Results of Self-Tender Offer

Herbalife Announces Preliminary Results of Self-Tender Offer

10/06/2017

Herbalife Announces Preliminary Results of Self-Tender Offer

Herbalife Ltd. (NYSE: HLF) (“Herbalife” or “Company”) today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on Thursday, October 5, 2017, to purchase for cash up to an aggregate of $600 million of the Company’s common shares at a per share price not less than $60.00 nor greater than $68.00, plus a non-transferable contractual contingent value right (“CVR”) for each share tendered, allowing participants in the tender offer to receive a contingent cash payment should Herbalife be acquired in a going-private transaction within two years of the commencement of the tender offer.

Based on the preliminary count by Computershare Trust Company, N.A., the Depositary for the tender offer, a total of approximately 6.7 million common shares of the Company were properly tendered and not properly withdrawn at or below the price of $68.00 per share, the maximum cash purchase price in the price range specified in the tender offer.

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 6.7 million common shares of the Company at a cash purchase price of $68.00 plus a CVR per share, for a total cash cost of approximately $457.8 million, excluding fees and expenses relating to the tender offer. These common shares represent approximately 7.2% of the Company’s total outstanding shares as of October 4, 2017. In addition, the Company expects to enter into the CVR agreement with the Depositary, acting as the CVR agent, at the time the final results are announced and the tendered shares are accepted for purchase.

The Company expects to fund the share purchases in the tender offer from the proceeds from the $1,300.0 million term loan under its $1,450.0 million senior secured credit facility entered into on February 15, 2017.

The number of shares expected to be purchased in the tender offer, the cash purchase price and CVR 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 and CVR per share, and the final aggregate cash purchase price and CVRs 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 August 21, 2017, and as amended September 18, 2017, October 2, 2017, and October 4, 2017.

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