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Herbalife Nutrition Announces $600 Million Repurchase of Shares from Icahn Enterprises L.P.

January 3, 2021 10:20pm EST

Icahn Representatives on Board of Directors Step Down

LOS ANGELES–(BUSINESS WIRE)–
Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”), a premier global nutrition company, today announced that on January 3, 2021, it entered into an agreement to repurchase approximately $600 million of the Company’s common shares beneficially owned by Carl C. Icahn and certain of his affiliates (“Icahn Enterprises”), at a purchase price of $48.05 per share, the closing price of Herbalife Nutrition’s common shares on December 31, 2020, the last trading day prior to the execution of the purchase agreement. The purchase of the shares will be funded from Herbalife Nutrition’s cash on hand and existing credit facility. The repurchase announced today is a part of the Company’s 2018 share repurchase program that, including the shares to be repurchased in this transaction, will have resulted in the Company repurchasing a total of approximately $1.5 billion in shares.

The transaction is expected to close no later than January 7, 2021, and Icahn Enterprises will then hold approximately 8 million Herbalife Nutrition common shares, representing approximately 6% of the outstanding shares.

Pursuant to a support agreement entered into in 2013, at a time when the Company was under pressure from short sellers, the Company agreed to give Icahn Enterprises five board seats for as long as it held at least 14 million Company common shares. In light of the fact that this transaction will take Icahn Enterprises’s holdings under this threshold, all five director designees previously nominated by Icahn Enterprises resigned from the Company’s board of directors on January 3, 2021 and the support agreement was terminated at the same time.

John Agwunobi, Chairman and CEO of Herbalife Nutrition, said, “Our decision to repurchase these shares is a testament to the strength of our business and our long-term growth prospects. I am grateful to Carl for his friendship, advice and support and deeply appreciate his unwavering faith in our company, our products and our distributors. He was certainly there when we needed him. Carl took the time to get to know us and understand the benefits of our products and our direct sales business model and we have delivered value for him and our other shareholders. I look forward to his continued contributions as he will remain one of our largest shareholders. I am also grateful for his Board representatives, who have provided invaluable guidance and insight that has contributed to our impressive growth.”

Carl Icahn stated: “I made the initial investment in Herbalife Nutrition more than eight years ago, because I believed strongly in the Company’s strategy, products and business model. When I began purchasing the shares, I believed it was undervalued for extraneous reasons that I thought made little sense. At the time, I believed the Company was in need of an activist and that certainly turned out to be correct. Yet, the time for activism has passed as the Company has grown, and I don’t typically invest billions of dollars in companies where our role as activist is not needed. That being said, Herbalife Nutrition’s products and business opportunity are needed now more than ever, and I look forward to remaining a shareholder of the Company.”

About Herbalife Nutrition Ltd.

Herbalife Nutrition 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 countries by entrepreneurial distributors who provide one-on-one coaching and a supportive community that inspires their customers to embrace a healthier, more active lifestyle. Through the Company’s global campaign to eradicate hunger, Herbalife Nutrition is also committed to bringing nutrition and education to communities around the world.

For more information, please visit IAmHerbalifeNutrition.com.

Herbalife Nutrition also encourages investors to visit its investor relations website at https://ir.herbalife.com/ as financial and other information is updated and new information is posted.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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, many of which are beyond our control. Additionally, many of these risks and uncertainties are, and may continue to be, amplified by the COVID-19 pandemic. Important factors that could cause our actual results, performance and achievements, or industry results, to differ materially from estimates or projections contained in or implied by our forward-looking statements include, among others, the following:

We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Media Contact:

Jennifer Butler

VP, Media Relations

213.745.0420

Investor Contact:

Eric Monroe

Senior Director, Investor Relations

213.745.0449

Source: Herbalife Nutrition Ltd.