Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”) today announced it has commenced a “modified Dutch auction” self-tender offer to purchase for cash up to $750 million of its common shares at a per share price not greater than $50.00 nor less than $44.75 (the “tender offer”).
The closing price of the Company’s common shares on the New York Stock Exchange on July 10, 2020, the last full trading day before the commencement of the tender offer, was $45.64 per share. The tender offer is scheduled to expire at 5:00 PM, EDT, on August 11, 2020, unless the offer is extended.
The Company also released preliminary volume point results for the second quarter ending June 30, 2020. Based on preliminary and unaudited information, the Company expects second quarter 2020 volume points of approximately 1.7 billion, an increase of 12.4% compared to the second quarter 2019, representing the largest volume point quarter in Company history.
Volume Points1 |
||||||
Region |
2Q 2020 (mil) |
Year/Year % Change |
||||
Asia Pacific |
352.7 |
-5.0% |
||||
North America |
492.4 |
38.5% |
||||
EMEA |
406.7 |
20.9% |
||||
Mexico |
213.5 |
-3.7% |
||||
South and Central America |
109.1 |
-10.8% |
||||
China |
144.7 |
17.7% |
||||
Worldwide Total |
1,719.1 |
12.4% |
“Coming on the heels of our largest volume point quarter in the Company’s history, this tender offer reflects our continued confidence in the business and our long-term strategy,” said John Agwunobi, Chairman and CEO of the Company. “With our strong cash flows and favorable debt maturity schedule, we believe we can drive future growth and invest in our business while continuing to return value to shareholders.”
The tender offer will be made under the Company’s $1.5 billion share repurchase program announced on October 30, 2018, substantially all of which remains available prior to this tender offer.
The Company and its Board of Directors continue to believe the repurchase of common shares is consistent with the Company’s long-term goal of maximizing shareholder value and a tender offer provides a mechanism to return capital to shareholders who seek liquidity under current market conditions and to allow shareholders who do not participate in the tender offer to share in a larger portion of the Company’s future potential.
The full terms and conditions of the tender offer are set out in the Offer to Purchase, dated July 13, 2020 (“Offer to Purchase”), and the associated Letter of Transmittal and other materials relating to the tender offer that the Company is filing today 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 the Company, 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 common 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 the Company. In doing so, shareholders should read carefully the information in the Offer to Purchase and the other offer documents.
For more information about our “modified Dutch auction” tender offer and other details, please visit our investor website (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. The Company’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 THE COMPANY INTENDS TO DISTRIBUTE TO ITS SHAREHOLDERS. THE COMPANY WILL FILE A TENDER OFFER STATEMENT ON SCHEDULE TO-I WITH THE SEC. THE COMPANY’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.
The Company is a global company that has been changing people’s lives with great nutrition products and a proven business opportunity for its independent distributors since 1980. The Company offers high-quality, science-backed products, sold in over 90 countries by entrepreneurial distributors who provide one-on-one coaching and a supportive community that inspires their customers to embrace a healthier, more active lifestyle. Through the Company’s global campaign to eradicate hunger, the Company is also committed to bringing nutrition and education to communities around the world.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “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. Additionally, many of these risks and uncertainties are, and may continue to be, amplified by the COVID-19 pandemic. 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:
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.
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