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WageWorks Announces Pricing Of Its Follow-On Public Offering

WageWorks, Inc. (NYSE: WAGE) today announced the pricing of its follow-on public offering of 5,631,115 shares of its common stock at a price to the public of $24.00 per share. WageWorks is selling 500,000 shares of common stock in this offering, and selling stockholders are selling 5,131,115 shares of common stock in this offering. The underwriters have an option to purchase a maximum of 844,667 additional shares from the selling stockholders identified in the prospectus for this offering to cover overallotments, if any.

WageWorks will not receive any proceeds from the sale of shares to be offered by the selling stockholders. The principal purposes of this offering are to facilitate an orderly distribution of shares for the selling stockholders, to increase the public float and to raise additional capital. The proceeds of the primary portion of the offering will be used to provide additional working capital for WageWorks and general corporate purposes, including further expansion of sales and marketing efforts, continued investments in technology and development and for capital expenditures.

William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated are serving as joint book-running managers for the offering, with JMP Securities LLC and Needham & Company, LLC, acting as co-managers.

A registration statement relating to shares of the common stock of WageWorks has been declared effective by the Securities and Exchange Commission. This offering is being made by WageWorks and the selling stockholders only by means of a written prospectus forming part of the effective registration statement. A copy of the final prospectus for the offering may be obtained from William Blair & Company, L.L.C. at 222 West Adams Street, Attention: Prospectus Department, Chicago, IL 60606, phone number (800) 621-0687, or from Stifel, Nicolaus & Company, Incorporated at One Montgomery Street, Suite 3700, San Francisco, California 94104, phone number (415) 364-2720.

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