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Published on 3/30/2007 in the Prospect News Special Situations Daily.

Whitney V investors withdraw proposal to acquire Herbalife following company's rejection

By Lisa Kerner

Charlotte, N.C., March 30 - Whitney V, LP-led investors expressed surprise and disappointment in Herbalife Ltd.'s rejection of their $38.00-per-share offer and formally withdrew the proposal on Friday.

Herbalife said the Whitney V acquisition proposal did not represent sufficient value for the company.

The investor group is comprised of Herbalife distributors and is the company's largest shareholder, according to an 8-K filing with the Securities and Exchange Commission.

In a letter to Herbalife board's special committee, the investors said they "are committed to maximizing value for all shareholders" and believe distributors should have a role in the company's strategic review process.

Going forward, the shareholders said they may sell or purchase additional shares as well as communicate with other distributors, board members and company management.

On Feb. 2, Herbalife received an unsolicited offer from Whitney to acquire the company in an all-cash transaction. At that time, Whitney reportedly owned approximately 27% of Herbalife's outstanding common stock.

Herbalife is a global network marketing company based in Los Angeles that sells weight-management, nutritional supplements and personal care products.


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