Below is the full text of the www.factsaboutherbalife.com website hosted by Pershing Square. I have simply taken the full disclaimer they used prior to modifying their Herbalife short postion and merged that with the disclaimer taken from the website as it is currently. Strikethroughs denote their edits, followed by underlined insertions in their current version.
This disclaimer is issued in connection with the
Conference Foundation Special Event held on Thursday, December 20, 2012, and the
presentation to be made there by Pershing
Square Capital Management, L.P. ("Pershing Square"), an investment
adviser to funds that are in the business of actively buying and selling
securities and other financial instruments.
Pershing Square currently maintains a substantial short position in the common stock of Herbalife Ltd. (“Herbalife”).
position does not include any options or puts.
Pershing Square will profit if the trading price declines for common shares of Herbalife and will lose money if the trading price increases for common shares of Herbalife.
Pershing Square may change its views about or its investment positions in Herbalife at any time, for any reason or no reason. Pershing Square may buy, sell, cover or otherwise change the form or substance of any of its investments related to Herbalife at any time. Pershing Square disclaims any obligation to notify the market or any other party of any such changes.
The information and opinions contained in
this presentation (the “Presentation”)
is based on publicly available information
about Herbalife and other companies. Pershing Square recognizes that there may
be non-public information in the possession of Herbalife or others that could
lead Herbalife or others to disagree with Pershing Square’s analyses and
Presentation includes forward-looking statements,
estimates, projections and opinions prepared with respect to, among other
things, certain legal and regulatory issues Herbalife faces and the potential
impact of those issues on its future business, financial condition and results
of operations, as well as, more generally, Herbalife’s anticipated operating
performance, access to capital markets, market conditions, assets and
liabilities . Such statements, estimates, projections and opinions may prove to
be substantially inaccurate and are inherently subject to significant risks and
uncertainties beyond Pershing Square’s control.
Although Pershing Square believes the
Presentation is substantially accurate in all material
respects and does
not omit to state material facts necessary to make the statements therein not misleading, Pershing Square makes
no representation or warranty, express or implied, as to the accuracy or
completeness of the
Presentation or any other written or oral
communication it makes with respect to Herbalife and any other companies
mentioned, and Pershing Square expressly disclaims any liability relating to the Presentation or such
communications (or any inaccuracies or omissions therein). Thus, shareholders
and others should conduct their own independent investigation and analysis of the Presentation
and of Herbalife and any other companies relevant to the
All users and listeners agree and consent to exclusive jurisdiction and venue of any dispute or proceeding relating to or arising fromAs used herein, except to the extent the context otherwise requires, Pershing Square includes its affiliates and funds it manages or advises and their respective partners, directors, officers and employees.
Square’s Herbalife Presentation, website or any related subject matter in the
Courts of the State of New York in New York County or in the Federal courts
located in the Southern District of New York.