NEW YORK, March 6, 2012 /PRNewswire/ -- WebMD Health Corp. (Nasdaq: WBMD) announced today that it has commenced a tender offer to repurchase up to $150 million of its common stock through a modified "Dutch auction" tender offer, at a price per share of either $24.50 or $26.00. The maximum number of shares proposed to be purchased in the tender offer represents approximately 10.8% of WebMD's currently outstanding shares (including shares of unvested restricted stock). The NASDAQ Official Closing Price of WebMD Common Stock on March 5, 2012 was $24.86 per share.
The tender offer will expire at 5:00 p.m., New York City time, on Tuesday, April 3, 2012, unless extended by WebMD. Tenders of shares must be made at or prior to the expiration of the tender offer and may be withdrawn at any time at or prior to the expiration of the tender offer.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.
Tendering stockholders may specify a price of either $24.50 or $26.00 per share at which they are willing to sell their shares. On the terms and subject to the conditions of the tender offer, WebMD will designate a single per share price that it will pay for shares properly tendered and not properly withdrawn from the tender offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders, as follows:
- if a sufficient number of shares is tendered at $24.50 per share to allow it to purchase shares having an aggregate purchase price of $150 million, the purchase price will be $24.50 per share for all shares purchased and no shares tendered at $26.00 per share will be purchased;
- if shares tendered at $26.00 per share would need to be purchased to allow it to purchase shares having an aggregate purchase price of $150 million, the purchase price will be $26.00 per share; and
- if an insufficient number of shares is properly tendered and not properly withdrawn to allow it to purchase $150 million in value of shares, the purchase price will be $26.00 per share unless no shares are properly tendered and not properly withdrawn at that price, in which case the purchase price will be $24.50 per share, subject to the condition that a minimum of 3 million shares be properly tendered by stockholders and not properly withdrawn.
All shares acquired in the tender offer will be purchased promptly after expiration of the tender offer at the designated price (net in cash, less any applicable withholding taxes and without interest), regardless of whether the stockholder tendered at a lower price. WebMD will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the tender offer. Due to the "odd lot" priority, proration and conditional tender offer provisions (as described in the Offer to Purchase), all of the shares tendered may not be purchased if the number of shares properly tendered at or below the designated price and not properly withdrawn have an aggregate value in excess of $150 million. At $24.50 per share, WebMD would repurchase a maximum of 6,122,448 shares and at $26.00 per share, WebMD would repurchase a maximum of 5,769,230 shares, which represent approximately 10.8% and 10.1%, respectively, of WebMD's currently outstanding common stock (including shares of unvested restricted stock). If stockholders properly tender and do not properly withdraw shares having an aggregate purchase price of greater than $150 million, 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 tender offer that is being distributed to stockholders.Currently, WebMD has approximately $1.1 billion in cash and cash equivalents. 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. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to stockholders of record and also will be made available for distribution to beneficial owners of WebMD Common Stock. For questions and information, please call the Information Agent toll free at 1-888-750-5834.
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