WebMD Amends Rights Agreement

NEW YORK, Oct. 19, 2012 /PRNewswire/ -- WebMD Health Corp. (NASDAQ: WBMD) today announced that, on October 18, 2012, its Board of Directors adopted an amendment to the Company's Rights Agreement. 

The Rights Agreement was adopted by the WebMD Board on November 2, 2011 to guard against inadequate or coercive takeovers and other tactics that might be used in an attempt to gain control of the Company without paying all stockholders a fair price for their shares.  The Rights Agreement does not prevent takeovers, but is designed to deter coercive takeover tactics and to encourage anyone attempting to acquire the Company to negotiate first with the Board.  Under the Rights Agreement, WebMD stockholders received rights to purchase shares of a new series of preferred stock in certain circumstances.  A description of the Rights Agreement is included in the Current Report on Form 8-K filed by WebMD on November 3, 2011.

The amendment to the Rights Agreement:

• extends the expiration date of the Rights Agreement from October 31, 2012 to October 31, 2014;
• provides that equity compensation awards to directors will not be included in determining whether a stockholder becomes an "Acquiring Person" under the Rights Agreement; and
• decreases the purchase price payable by holders of rights issued under the Rights Agreement upon exercise of such rights from $153.00 to $66.29.

No other changes to the Rights Agreement were made. 

The Rights Agreement, as amended, will be presented for ratification by the Company's stockholders at the 2013 Annual Meeting of Stockholders of the Company.

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, mobile platforms and health-focused publications.

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