29.03.2007 22:51:00
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Herbalife Special Committee Determines Whitney's $38.00 Offer to Acquire the Company Does Not Represent Sufficient Value
Herbalife Ltd. (NYSE:HLF) said today that the Special Committee of its
Board of Directors has determined that a proposal by Whitney V L.P. to
acquire all of Herbalife’s outstanding common
stock for $38.00 per share does not represent sufficient value for the
Company.
"The Board recognizes and values the
leadership that Whitney has provided Herbalife. We remain open-minded
about ways to achieve appropriate value for the Company, and would
certainly consider an improved proposal from Whitney. However, in the
absence of such a proposal, the Board expects the Company to continue to
grow and prosper,” said Leroy T. Barnes Jr.,
Chairman of the Special Committee. "Herbalife’s
continued momentum, enabled by the outstanding performance of our
distributors and underscored by the recent receipt of a new license to
operate in China and the recently announced marketing agreement with the
L.A. Galaxy soccer team, further reinforces the Special Committee’s
determination that a $38.00 offer is too low.” "I want to thank the distributors for their
unwavering focus and commitment to Herbalife as the Company evaluates
these matters. We recognize the critical importance of our independent
distributors and the value they bring to the Herbalife franchise,”
said Michael O. Johnson, Chief Executive Officer of Herbalife. "Their
efforts are generating exceptional momentum in our business and as a
result the Company is performing very well.”
On February 2, 2007 Herbalife received an unsolicited offer from Whitney
to acquire the company in an all cash transaction. Whitney reported at
the time of the offer that it owns approximately 27% of Herbalife’s
outstanding common stock. As a Cayman Islands registered corporation,
any transaction to sell Herbalife would require an affirmative vote by a
majority of shareholders voting on the transaction and 75% in value of
the voted shares.
The Special Committee is comprised solely of independent and
disinterested directors and is being assisted in its review by
independent legal and financial advisors Munger, Tolles & Olson LLP and
Goldman, Sachs & Co., respectively.
About Herbalife Ltd.
Herbalife Ltd. (NYSE:HLF) is a global network marketing company that
sells weight-management, nutritional supplements and personal care
products intended to support a healthy lifestyle. Herbalife products are
sold in 64 countries through a network of more than 1.5 million
independent distributors. The company supports the Herbalife Family
Foundation (http://www.herbalifefamilyfoundation.org)
and its Casa Herbalife program to bring good nutrition to children.
Please visit Herbalife Investor Relations (http://ir.herbalife.com)
for additional financial information.
Disclosure Regarding Forward-Looking Statements
Except for historical information contained herein, the matters set
forth in this press release are "forward-looking
statements.” All statements other than
statements of historical fact are "forward-looking
statements” for purposes of federal and state
securities laws, including any projections of earnings, revenue or other
financial items; any statements of the plans, strategies and objectives
of management for future operations; any statements concerning proposed
new services or developments; any statements regarding future economic
conditions or performance; any statements of belief; and any statements
of assumptions underlying any of the foregoing. Forward-looking
statements may include the words "may,” "will,” "estimate,” "intend,” "continue,” "believe,” "expect,”
or "anticipate”
and any other similar words.
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. 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:
our relationship with, and our ability to influence the actions of,
our distributors;
adverse publicity associated with our products or network marketing
organization;
uncertainties relating to interpretation and enforcement of recently
enacted legislation in China governing direct selling;
risk of our inability to obtain the necessary licenses to conduct a
direct selling business in China;
adverse changes in the Chinese economy, Chinese legal system or
Chinese governmental policies;
risk of improper action by our employees or international distributors
in violation of applicable law;
changing consumer preferences and demands;
the competitive nature of our business;
regulatory matters governing our products, including potential
governmental or regulatory actions concerning the safety or efficacy
of our products, and network marketing program, including the direct
selling market in which we operate;
risks associated with operating internationally, including foreign
exchange risks;
our dependence on increased penetration of existing markets;
contractual limitations on our ability to expand our business;
our reliance on our information technology infrastructure and outside
manufacturers;
the sufficiency of trademarks and other intellectual property rights;
product concentration;
our reliance on our management team;
uncertainties relating to the application of transfer pricing, duties
and similar tax regulations;
taxation relating to our distributors; and
product liability claims.
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