Attached files
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8-K - FORM 8-K - WebMD Health Corp. | g24584e8vk.htm |
Exhibit
99.1
Contacts: |
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Investors:
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Media: | |
Risa Fisher
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Kate Hahn | |
rfisher@webmd.net 212-624-3817 |
khahn@webmd.net 212-624-3760 |
WEBMD HEALTH CORP. ANNOUNCES PRELIMINARY
RESULTS OF ITS TENDER OFFER
RESULTS OF ITS TENDER OFFER
NEW YORK, NY (September 9, 2010) WebMD Health Corp. (Nasdaq: WBMD) announced today the
preliminary 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.
Based on the preliminary count by American Stock Transfer & Trust Company, the Depositary for the
tender offer, 14,007,542 shares of common stock were properly tendered and not withdrawn.
Accordingly, WebMD expects to accept for purchase a total of 3,000,000 shares at a purchase price
of $52.00 per share, for a total cost of $156 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 21.42%. 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withdrawn and the pro-ration factor are preliminary and are subject to: verification by American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. 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actual number of shares validly tendered and not withdrawn and the pro-ration factor will be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 14, 2010.
As of September 8, 2010, WebMD had approximately 60.0 million shares of common stock
outstanding (excluding approximately 1.2 million shares of unvested restricted stock). From August
10, 2010 to September 8, 2010, the number of shares of WebMD common stock outstanding increased by
a total of approximately 1.7 million shares as a result of the conversion of approximately
$25.2 million principal amount of WebMDs 3 1/8% Convertible Notes as well as from the exercise of
employee stock options. After giving effect to the results of the tender offer, WebMD expects to
have approximately 57.0 million shares of common stock outstanding (excluding the unvested
restricted stock) and approximately $350 million 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 COMMISSIONS 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 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.
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