WebMD Health (WBMD) Commences Tender Offer to Repurchase 2M Shares at $55/Share

November 16, 2016 8:01 AM EST

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WebMD Health Corp. (Nasdaq: WBMD) announced today that it has commenced a tender offer to purchase up to 2,000,000 shares of its common stock at a price of $55.00 per share. The number of shares proposed to be purchased in the tender offer represents approximately 5.1% of the approximately 39.2 million shares of WebMD Common Stock outstanding as of November 10, 2016 (including outstanding shares of unvested restricted stock). The NASDAQ Official Closing Price of WebMD Common Stock on November 15, 2016 was $53.83 per share.

The tender offer will expire at 5:00 p.m., New York City time, on Thursday, December 15, 2016, 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 Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer.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 $55.00 per share. If stockholders properly tender a total of more than 2,000,000 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 $55.00 per share, net in cash, less any applicable withholding taxes and without interest, promptly after the expiration of the tender offer period.

As of November 10, 2016, WebMD had approximately $1.065 billion in cash and investments. WebMD will use a portion of its cash and investments to fund the tender offer.



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