Icahn Board Victory: Three Steps Closer to Control of Herbalife

Print Email

If Herbalife Ltd. (NYSE: HLF) gets its way, Carl Icahn will soon control five of the company’s 13 board seats (slightly more than 38%) while owning just under 17% of the nutrition company’s stock. Herbalife announced Monday morning that it had amended its agreement with Icahn and his company, Icahn Enterprises Holdings L.P. (NASDAQ: IEP), potentially adding three new board seats to the two Icahn already controls.

In exchange, Icahn continues to agree to certain standstill provisions and to vote his shares in support of all Herbalife’s board nominees for the annual meeting currently scheduled for April 29. Icahn still has the right to increase his holdings in the company to as much as 25%.

Herbalife announced on March 14 that it was delaying its annual stockholders meeting for five days in order to continue its discussions with Icahn.

The Icahn nominees to Herbalife’s board will replace two members whose terms are expiring and one member who is resigning. None of the three board members being replaced is among the targets singled out by Bill Ackman, who has charged Herbalife with being a pyramid scheme.

The confrontation between Ackman and Icahn has added an extra layer of interest to the charges Ackman leveled against Herbalife in late 2012. Each man has made a big bet, Ackman that Herbalife is a worthless pyramid scheme and Icahn that it is a legal multilevel marketing company with a bright future.

Icahn is extracting a serious price from Herbalife for his support, though. To some degree, Herbalife’s management isn’t risking a great deal because it still holds a majority and it has Icahn’s agreement to vote with management on new directors, at least this year. But if this drama goes on for another year, Icahn may decide that he either wants more or he wants out.

Shares of Herbalife were up about 6% at $52.45, in a 52-week range of $34.72 to $83.51.