WebMD Health Corp. Announces Final Results Of Its Tender Offer
NEW YORK, Sept. 16, 2013
NEW YORK, Sept. 16, 2013 /PRNewswire/ --WebMD Health Corp. (Nasdaq: WBMD)
announced today the final 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.
WebMD has accepted for purchase 5,000,000 shares of its Common Stock,
including all "odd lots" properly tendered, at a purchase price of $34.00 per
share, for an aggregate purchase price of $170 million. Based on the final
tabulation by American Stock Transfer & Trust Company, the Depositary for the
tender offer, approximately 26.1 million shares of WebMD Common Stock were
properly tendered and neither withdrawn nor tendered conditionally by
stockholders with conditions that were not met. WebMD has been informed by
the Depositary that, after giving effect to the priority for an aggregate
amount of approximately 522,000 "odd lot" shares, the final proration factor
is approximately 17.5%.
The Depositary will promptly issue payment for the shares validly tendered and
accepted for purchase and will return all other shares tendered.
Immediately following the purchase of the tendered shares, WebMD expects to
have approximately 45.8 million shares of its Common Stock outstanding
(including approximately 0.9 million unvested shares of restricted stock) and
to have approximately $880million in cash and cash equivalents.
The Information Agent for the tender offer is Innisfree M&A Incorporated. For
questions and information, please call the Information Agent toll free at
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.
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
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. 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, email@example.com, 212-624-3817, or Media:
Kate Hahn, firstname.lastname@example.org, 212-624-3760
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