HERBALIFE LTD. HLF

listed = True...pal executive offices is P.O. Box 309GT, Ugland House, South Church Street, Grand Cayman, Cayman Islands, and its telephone number is (213) 745-0500. (b) As of April 16, 2018, the Company had approximately 88,202,525 outstanding shares of common shares, which are quoted on the New York Stock Exchange under the symbol “HLF.” The information set forth in the “Summary Term Sheet” is incorporated herein by reference. (c) The information set forth in the “Summary Term Sheet” and Section 8—“Price Range of the Shares; Dividends; Stock Split” of the Offer to Purchase is incorporated herein by reference. Item 3. Identity and Background of Fil...

listed = True...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. # # # Contacts: Media Contacts: In...

mechanism = DUTCH...bit (a)(5)(D) FOR IMMEDIATE RELEASE HERBALIFE NUTRITION ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER LOS ANGELES (May 25, 2018)—Herbalife Nutrition Ltd. (NYSE: HLF) (“Herbalife Nutrition” or “the Company”) announced today the preliminary results of its “modified Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on Thursday, May 24, 2018, to purchase up to an aggregate of $600 million of the Company’s common shares at a cash purchase price not greater than $54.00 nor less than $49.00 per share. Based on the preliminary count by Computershare Trust Company, N.A., the Depositary for th...

mechanism = FIXED...supplemented as follows: “Based on the final count by Computershare Trust Company, N.A., the Depositary for the Offer (the “Depositary”), a total of 49,705,756 common shares of the Company were properly tendered and not properly withdrawn at or below the Cash Purchase Price of $52.50 per share. Because the tender offer was oversubscribed, the Company purchased only a prorated portion of the common shares properly tendered by each tendering shareholder (other than “odd lot” holders whose shares were purchased on a priority basis) at the final per share Cash Purchase Price of $52.50. Based on the final tender count, and taking i...

price = USD 52.5...er offer and based on a preliminary count by the Depositary, the Company expects to accept for payment a total of approximately 11.4 million common shares of the Company at a cash purchase price of $52.50 per share, for a total cash cost of approximately $600 million, excluding fees and expenses relating to the tender offer. These common shares represent approximately 6.5% of the Company’s total outstanding shares as of May 23, 20...

price = USD 52.5...y, N.A., the Depositary for the Offer (the “Depositary”), a total of 49,705,756 common shares of the Company were properly tendered and not properly withdrawn at or below the Cash Purchase Price of $52.50 per share. Because the tender offer was oversubscribed, the Company purchased only a prorated portion of the common shares properly tendered by each tendering shareholder (other than “odd lot” holders whose shares were purchased...

txn_type = TENDER_OFFER...a price per share not greater than $108.00 nor less than $98.00 per share, net to the seller in cash, less any applicable tax withholding and without interest, and as adjusted for any stock split, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 18, 2018 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1...

txn_type = TENDER_OFFER...rchase price 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 April 18, 2018 and as amended April 27, 2018, and May 16, 2018. 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 produ...

txn_type = TENDER_OFFER...urchase price of up to $600 million at a price per share not greater than $54.00 nor less than $49.00 per share, net to the seller in cash, less any applicable tax withholding and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 18, 2018 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1...

final_price = 52.5...ershare Trust Company, N.A., the Depositary for the Offer (the “Depositary”), a total of 49,705,756 common shares of the Company were properly tendered and not properly withdrawn at or below the Cash Purchase Price of $52.50 per share. Because the tender offer was oversubscribed, the Company purchased only a prorated portion of the common shares properly tendered by each tendering shareholder (other than “odd lot” holders whose shares were purchased on a priority basis) at the final per share Cash Purchase Pr...

proration_pct = 22.991123...d on a priority basis) at the final per share Cash Purchase Price of $52.50. Based on the final tender count, and taking into consideration the effect of odd lot priority on the proration factor, the final proration factor for the tender offer was 22.991123% of the shares properly tendered at or below the Cash Purchase Price of $52.50 per share. In accordance with the terms and conditions of the Offer and based on the final count by the Depositary, the Company accepted for purchase 11,428,571 common shares of the Company at a Cash P...