PR
Newswire -- September 14, 2010
NEW
YORK, Sept. 14 /PRNewswire-FirstCall/ -- WebMD Health Corp. (Nasdaq: WBMD) announced
today the final results of its tender offer to purchase up to 3,000,000 shares
of its Common Stock at a price of $52.00 per share, which expired at 5:00 p.m.,
New York City time, on September 8, 2010.
WebMD
has accepted for purchase 3,000,000 shares of its Common Stock, including all
"odd lots" properly tendered, at a purchase price of $52.00 per share,
for a total cost of approximately $156 million. Based on the final tabulation
by American Stock Transfer & Trust Company, the Depositary for the tender
offer,
13,978,001 shares of WebMD Common Stock were properly tendered and not
withdrawn or tendered conditionally. WebMD has been informed by the Depositary
that, after giving effect to the priority for "odd lots," the final
proration factor is approximately 20.79%. 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
57.0 million shares of its Common Stock outstanding (excluding approximately 1.2
million unvested shares of restricted stock) and to have approximately $350 million
in cash and cash equivalents. As of the close of trading on September 13, 2010,
there were approximately $86.3 million aggregate principal amount of WebMD's 3
1/8% Convertible Notes outstanding, which are convertible into an aggregate of
approximately 2.5 million shares of WebMD Common Stock. The
Information Agent for the tender offer is Innisfree M&A Incorporated. 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 and health-focused publications. The
WebMD Health Network includes WebMD Health, Medscape, MedicineNet, eMedicine,
eMedicine Health, RxList, theHeart.org and drugs.com.
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 changes in facts and circumstances and other uncertainties concerning
the completion of the tender offer. 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
Subject
Codes: PC/t.100914080014449, PT/lang.en, PC/ticker, IN/HEA,
IN/MTC, IN/PUB,
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PC/Billing_RWB,
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PC/port_01, PC/port_96, PC/port_31,
PC/port_33, PC/port_19, PC/port_91, PC/contact,
PC/website, PC/id_NY64365
Company Codes: NASDAQ-NMS:WBMD
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