Mar 16 2010
WebMD Health Corp. (Nasdaq: WBMD) announced today that it is increasing the price in the pending tender offer for its common stock to $46.80 per share. The number of shares proposed to be purchased in the tender offer is, as previously announced, 5,800,000, representing approximately 11% of WebMD's currently outstanding shares. The NASDAQ Official Closing Price of WebMD Common Stock on March 15, 2010 was $45.63 per share. The NASDAQ Official Closing Price of WebMD Common Stock on March 8, 2010, the day before WebMD originally announced its tender offer, was $43.78 per share.
The tender offer will expire, as previously announced, at 5:00 p.m., New York City time, on Thursday, April 8, 2010, unless extended by WebMD. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer. The tender offer is subject to a number of terms and conditions described in the Offer to Purchase that is being distributed to stockholders.
On the terms and subject to the conditions of the tender offer, WebMD's stockholders will have the opportunity to tender some or all of their shares at a price of $46.80 per share. If stockholders properly tender and do not properly withdraw more than 5,800,000 shares, WebMD will purchase shares tendered by those stockholders owning fewer than 100 shares, without pro ration, and all other shares tendered will be purchased on a pro rata basis, subject to the conditional tender offer provisions described in the Offer to Purchase that is being distributed to stockholders. Stockholders whose shares are purchased in the tender offer will be paid $46.80 per share, net in cash, less any applicable withholding taxes and without interest, promptly after the expiration of the tender offer period.
Currently, WebMD has approximately $800 million in cash and investments. WebMD will use a portion of its cash and cash equivalents to fund the tender offer.
The Information Agent for the tender offer is Innisfree M&A Incorporated. The Depositary is American Stock Transfer & Trust Company, LLC. For questions and information, please call the Information Agent toll free at 1-888-750-5834.
SOURCE WebMD