WebMD Health Corp. Announces Preliminary Results of Its Tender Offer

     WebMD Health Corp. Announces Preliminary Results of Its Tender Offer

PR Newswire

NEW YORK, Sept. 11, 2013

NEW YORK, Sept. 11, 2013 /PRNewswire/ --WebMD Health Corp. (Nasdaq: WBMD)
announced today the preliminary results of its tender offer to purchase up to
5,000,000 shares of its common stock at a price of $34.00 per share, which
expired at 5:00 p.m., New York City time, on September 10, 2013. Based on the
preliminary count by American Stock Transfer & Trust Company, the Depositary
for the tender offer, approximately 28.5 million shares of common stock were
tendered and not withdrawn, including: approximately 14 million shares that
were tendered through notice of guaranteed delivery; and approximately 2.5
million shares that were conditionally tendered by stockholders and for which
the determination whether the applicable conditions were met will be made
following the verification process described below. Accordingly, WebMD
expects to accept for purchase a total of 5,000,000 shares at a purchase price
of $34.00 per share, for an aggregate purchase price of $170 million.

Since the offer was oversubscribed, the number of shares that WebMD will
purchase from each tendering shareholder will be pro-rated. Based upon the
preliminary count, WebMD estimates that the pro-ration factor will be
approximately 18%. The number of shares tendered and not withdrawn and the
pro-ration factor are preliminary and are subject to: verification by American
Stock Transfer & Trust Company; the proper delivery of all shares tendered
(including shares tendered pursuant to guaranteed delivery procedures); and
the impact of odd-lot tenders and of final determination of the treatment of
shares conditionally tendered by stockholders. The actual number of shares
validly tendered and not withdrawn and the pro-ration factor will be announced
promptly following completion of the verification process. Promptly after
such announcement, the Depositary will issue payment for the shares validly
tendered and accepted under the tender offer and will return all other shares
tendered. It is currently expected that payment for all shares purchased will
be made on or about September 16, 2013.

As of September 10, 2013, WebMD had approximately 50.8 million shares of
common stock outstanding (including approximately 0.9 million shares of
unvested restricted stock). After giving effect to the results of the tender
offer, WebMD expects to have approximately 45.8million shares of common stock
outstanding (including the unvested restricted stock) and approximately
$880million in cash and cash equivalents.

The Information Agent for the tender offer is Innisfree M&A Incorporated. The
Depositary is American Stock Transfer & Trust Company. For questions and
information, please call the Information Agent toll free at 1-888-750-5834.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF WEBMD HEALTH
CORP. COMMON STOCK. THE TENDER OFFER WAS MADE ONLY PURSUANT TO THE OFFER TO
PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT WEBMD DISTRIBUTED
TO ITS STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER
OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER
OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER
STATEMENT ON SCHEDULE TO, AS AMENDED, THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND OTHER DOCUMENTS THAT WEBMD FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV OR BY CALLING
INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE TENDER OFFER,
TOLL-FREE AT 1-888-750-5834.

About WebMD

WebMD Health Corp. (NASDAQ: WBMD) is the leading provider of health
information services, serving consumers, physicians, healthcare professionals,
employers, and health plans through our public and private online portals,
mobile platforms and health-focused publications.

The WebMD Health Network includes WebMD Health, Medscape, MedicineNet,
eMedicineHealth, RxList, theheart.org, Medscape Education and other owned
WebMD sites.

*****************************

All statements contained in this press release, other than statements of
historical fact, are forward-looking statements. These statements are based on
our current plans and expectations and involve risks and uncertainties that
could cause actual future events or results to be different than those
described in or implied by such forward-looking statements, including risks
and uncertainties regarding: changes in financial markets; changes in
economic, political or regulatory conditions or other trends affecting the
healthcare, Internet and information technology industries; and the
preliminary nature of the count of the number of shares tendered in the tender
offer and of the related estimate of the applicable pro-ration factor.
Further information about these matters can be found in our Securities and
Exchange Commission filings. Except as required by applicable law or
regulation, we do not undertake any obligation to update our forward-looking
statements to reflect future events or circumstances.

SOURCE WebMD Health Corp.

Contact: Investors: Risa Fisher, rfisher@webmd.net, 212-624-3817, Media: Kate
Hahn, khahn@webmd.net, 212-624-3760
 
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