NEW YORK, Feb. 23, 2012 /PRNewswire/ -- WebMD Health Corp. (Nasdaq: WBMD) announced today that it intends to commence a modified "Dutch Auction" tender offer to repurchase $150 million of its common stock promptly after the filing of its annual report on Form 10-K.
Under the terms of the proposed tender offer, WebMD shareholders will have the opportunity to tender some or all of their shares at a price within the range of $24.50 to $26.00 per share. Based on the number of shares tendered and the prices specified by the tendering shareholders, WebMD will determine the lowest per share price within the range that will enable it to buy $150 million in shares, or such lesser number of shares that are properly tendered. All shares accepted for payment will be paid the same price, regardless of whether a shareholder tendered such shares at a lower price within the range. At the minimum price of $24.50 per share, WebMD would repurchase a maximum of 6,122,000 shares, which represents approximately 11% of WebMD's currently outstanding common shares. The NASDAQ Official Closing Price of WebMD's common stock on February 22, 2012 was $25.65 per share.
WebMD will use a portion of its cash and cash equivalents to fund the tender offer. WebMD has determined to commence the tender offer in order to provide liquidity to shareholders by permitting them the opportunity to tender shares of WebMD common stock for cash in accordance with the terms of the offer to purchase that will be filed with the SEC.
None of WebMD, its Board of Directors, or the information agent for the tender offer will make any recommendations to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any.