HERBALIFE LTD. HLF

election_required = True...n 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the Cash Purchase Price and you complete the section entitled “Odd Lots” in the Letter of Transmittal, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on September 19, 2017, unless we extend the Offer, in which case y...

election_required = True...n 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the Cash Purchase Price and you complete the section entitled “Odd Lots” in the Letter of Transmittal, we will purchase all of your shares without subjecting them to the proration procedure, unless the aggregate amount of “Odd Lot” tenders at or below the Cash Purchase Price exceeds an aggregate Cash Purchase Price of $600 million. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw an...

expiry = 2017-09-19...Certain Consideration upon the Occurrence of Certain Events, as Described in and Under Conditions Set Forth in the Contingent Value Rights Agreement THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 19, 2017 UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”). This offer is being made by Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company,” “we,” or “...

expiry = 2017-10-05...Certain Consideration upon the Occurrence of Certain Events, as Described in and Under Conditions Set Forth in the Contingent Value Rights Agreement THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, OCTOBER 5, 2017 UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”). This offer is being made by Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company,” “we,” or “...

listed = True...y after the Offer expires. See Section 3. The Offer is not conditioned upon the receipt of financing. The Offer is, however, subject to certain other conditions. See Section 7. As of August 15, 2017, there were 93,966,161 common shares outstanding. The shares are quoted on the New York Stock Exchange (the “NYSE”) under the symbol “HLF.” On August 18, 2017, the last full trading day before we commenced the Offer, the reported closing price of the shares on the NYSE was $61.95 per share, which is greater than the low end of the price range for Cash Purchase Price component of the Offer of $60.00 per share. Shareholders are urged to obt...

listed = True...fter the Offer expires. See Section 3. The Offer is not conditioned upon the receipt of financing. The Offer is, however, subject to certain other conditions. See Section 7. As of September 14, 2017, there were 93,969,304 common shares outstanding. The shares are quoted on the New York Stock Exchange (the “NYSE”) under the symbol “HLF.” On August 18, 2017, the last full trading day before we commenced the Offer, the reported closing price of the shares on the NYSE was $61.95 per share, which is greater than the low end of the price range for Cash Purchase Price component of the Offer of $60.00 per share. The reported closing price of...

mechanism = DUTCH...not properly withdrawn) pursuant to this Offer for an aggregate cash purchase price of up to $600 million. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a “modified Dutch Auction.” This procedure allows you to select the cash component of the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $60.00 to $68.00 per share. Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Time, we...

mechanism = DUTCH...not properly withdrawn) pursuant to this Offer for an aggregate cash purchase price of up to $600 million. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a “modified Dutch Auction.” This procedure allows you to select the cash component of the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $60.00 to $68.00 per share. Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Time, we...

must_tender_all = True...w the Cash Purchase Price and not properly withdrawn prior to the Expiration Time in the Offer would result in an aggregate Cash Purchase Price of more than $600 million, we will purchase shares: • first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the Cash Purchase Price; • second, from all other shareholders who properly tender shares at or below the Cash Purchase Price, on a pro rata basis (except for shareholders who tendered shares conditionally for which the condition was not satisfied); and • third, only if necessary to permit us to purchase shares for an aggrega...

must_tender_all = True...w the Cash Purchase Price and not properly withdrawn prior to the Expiration Time in the Offer would result in an aggregate Cash Purchase Price of more than $600 million, we will purchase shares: • first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the Cash Purchase Price; • second, from all other shareholders who properly tender shares at or below the Cash Purchase Price, on a pro rata basis (except for shareholders who tendered shares conditionally for which the condition was not satisfied); and • third, only if necessary to permit us to purchase shares for an aggrega...

price = USD 60.0-68.0...This procedure allows you to select the cash component of the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $60.00 to $68.00 per share. Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Time, we will determine a single per share price, which will be not greater than $68.00 nor less than $60.00 per sh...

price = USD 60.0-68.0...This procedure allows you to select the cash component of the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $60.00 to $68.00 per share. Upon the terms and subject to the conditions of the Offer, promptly following the Expiration Time, we will determine a single per share price, which will be not greater than $68.00 nor less than $60.00 per sh...

threshold = 100...l be purchased even though those shares were tendered at prices at or below the Cash Purchase Price. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the Cash Purchase Price by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal. To qualify for this preference, an Odd Lot Holder must properly tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any proration of the purchase of other tendered shares...

threshold = 100...l be purchased even though those shares were tendered at prices at or below the Cash Purchase Price. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the Cash Purchase Price by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal. To qualify for this preference, an Odd Lot Holder must properly tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any proration of the purchase of other tendered shares...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d434027dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by Herbalife Ltd. of Common Shares of Herbalife Ltd. for an Aggregate Cash Purchase Price of Up to $600 Million at a Cash Purchase Price Not Greater Than $68.00 nor Less Than $60.00 Per Share plus a Contingent Value Right, which Represents the Contractual Right to Receive Certain Consideration upon the Occurrence of Certain Even...

txn_type = CONSOLIDATION...conditions set forth in the CVR Agreement. What types of events will cause adjustments to the CVR Payment Amount? Herbalife intends for adjustments to the CVR Payment Amount to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends and share repurchases), and to counteract any potential distorting impact those events could have that might artificially decrease or increase the value a CVR holder might otherwise receive from the CVR. By way of example onl...