Herbalife Nutrition announces preliminary results of self-tender offer
Herbalife Nutrition announced the preliminary results of its "modified Dutch auction" tender offer, which expired May 24 to purchase up to an aggregate of $600M 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, the depositary for the tender offer, a total of approximately 49.7M common shares of the company were properly tendered and not properly withdrawn at or below the price of $52.50 per share. 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 11.4M common shares of the company at a cash purchase price of $52.50 per share, for a total cash cost of approximately $600M, 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. Because the tender offer is oversubscribed, the company expects to purchase only a prorated portion of the common shares properly tendered by each tendering shareholder at the final per share purchase price. Based on the preliminary tender count, and accounting for the effect of "odd lot" priority on the proration factor, the depositary has informed the company the preliminary proration factor for the tender offer is expected to be approximately 23% of the shares properly tendered at or below the cash purchase price of $52.50 per share and not properly withdrawn based on the total number of shares reported to be tendered at or below $52.50 per share and not withdrawn prior to the expiration of the tender offer and accounting for "odd lot" priority and the conditional tender provisions of the tender offer. This preliminary proration factor is subject to change.