HERBALIFE NUTRITION LTD. HLF

mechanism = DUTCH...(a)(5)(A) HERBALIFE NUTRITION ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER LOS ANGELES, CA —(BUSINESS WIRE)— August 12, 2020— Herbalife Nutrition Ltd. (NYSE: HLF) (“Herbalife Nutrition” or the “Company”), announced today the preliminary results of its “modified Dutch auction” self-tender offer, which expired at 5:00 P.M., New York City time, on Tuesday, August 11, 2020, to purchase up to an aggregate of $750 million of the Company’s common shares at a cash purchase price not greater than $50.00 nor less than $44.75 for each share tendered. Based on the preliminary count by Computershare Trust Company, N.A.,...

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Offer (the “Depositary”), a total of 36,810,968 common shares of the Company were properly tendered and not properly withdrawn at or below the Cash Purchase Price of $48.75 per share.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 $48.75. Based on the final tender count, and taking i...

price = USD 48.75...er offer and based on a preliminary count by the Depositary, the Company expects to accept for payment a total of approximately 15.4 million common shares of the Company at a cash purchase price of $48.75 per share, for a total cash cost of approximately $750 million, excluding fees and expenses relating to the tender offer. These common shares represent approximately 10.4% of the Company’s total outstanding shares as of August 10...

price = USD 48.75...y, N.A., the Depositary for the Offer (the “Depositary”), a total of 36,810,968 common shares of the Company were properly tendered and not properly withdrawn at or below the Cash Purchase Price of $48.75 per share.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...hase price of up to $750 million and at a price per share not greater than $50.00 nor less than $44.75 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 July 13, 2020 (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...onfirmation process by the Depositary. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter. The Company’s tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated July 13, 2020. 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 co...

txn_type = TENDER_OFFER...urchase price of up to $750 million at a price per share not greater than $50.00 nor less than $44.75 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 July 13, 2020 (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”). The Offer expired at 5:00 P.M., New York City time, on Tuesday, August 11, 2020....

final_price = 48.75...ershare Trust Company, N.A., the Depositary for the Offer (the “Depositary”), a total of 36,810,968 common shares of the Company were properly tendered and not properly withdrawn at or below the Cash Purchase Price of $48.75 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 = 41.79...d on a priority basis) at the final per share Cash Purchase Price of $48.75. 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 approximately 41.79% of the shares properly tendered at or below the Cash Purchase Price of $48.75 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 15,384,615 common shares of the Company at a Cash P...