NEW YORK, Aug. 12, 2013 /PRNewswire/ -- WebMD Health Corp. (Nasdaq: WBMD) announced today that it has commenced a tender offer to purchase up to 5,000,000 shares of its common stock at a price of $34.00 per share. The number of shares proposed to be purchased in the tender offer represents approximately 10% of the approximately 50.4 million shares of WebMD Common Stock outstanding as of August 9, 2013 (including shares of unvested restricted stock). The NASDAQ Official Closing Price of WebMD Common Stock on August 9, 2013 was $33.40 per share.
The tender offer will expire at 5:00 p.m., New York City time, on Tuesday, September 10, 2013, 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 Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer.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 $34.00 per share. If stockholders properly tender and do not properly withdraw more than 5,000,000 shares, WebMD will purchase shares tendered by those stockholders owning fewer than 100 shares, without proration, 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 $34.00 per share, net in cash, less any applicable withholding taxes and without interest, promptly after the expiration of the tender offer period.
As of August 6, 2013, WebMD had approximately $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.