WebMD (WBMD) Gets Oversubscription in Recent 'Dutch Auction' Tender Offer

April 10, 2012 8:21 AM EDT
WebMD Health Corp. (Nasdaq: WBMD) reports the final results of its tender offer to repurchase up to $150 million of its common stock through a modified "Dutch auction" tender offer, which expired at 5:00 p.m., New York City time, on Tuesday, April 3, 2012.

WebMD accepted for purchase 5,769,230 shares of its common stock, including all "odd lots" properly tendered, at a purchase price of $26.00 per share, for an aggregate cost of $150 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 10.15% of WebMD's outstanding common stock (including shares of unvested restricted stock) prior to completion of such purchase. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 18.0 million shares of WebMD common stock were properly tendered and not withdrawn and not excluded because tendered conditionally. WebMD has been informed by the Depositary that, after giving effect to the priority for "odd lots," the final pro-ration factor is approximately 32%.

The Depositary will promptly issue payment for the shares validly tendered and accepted for purchase and will return all other shares tendered.

After giving effect to the purchase of shares in the tender offer, WebMD expects to have approximately 51,055,600 shares of its common stock outstanding (including approximately 976,500 shares of unvested restricted stock), based on shares outstanding as of April 5, 2012.

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