WebMD (ABMD) Reports Oversubscription in Recent 'Dutch Auction' Tender Offer
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WebMD Health Corp. (Nasdaq: WBMD) announced today the preliminary 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. In accordance with the terms and conditions of the tender offer, WebMD expects to acquire 5,769,230 shares of its common stock at a 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 currently outstanding common stock (including shares of unvested restricted stock).
Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the Depositary for the tender offer, approximately 18 million shares of WebMD's common stock were properly tendered and not properly withdrawn at or below the purchase price of $26.00 per share. Since the offer was oversubscribed, the number of shares that WebMD will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count by the Depositary of shares tendered, WebMD estimates that the pro-ration factor will be approximately 33%. That pro-ration factor is a preliminary estimate and is subject to change, including as a result of the verification of the proper delivery of all shares tendered (including shares tendered pursuant to guaranteed delivery procedures) and as a result of the impact of odd-lot tenders and conditional tenders. The final pro-ration factor will be announced promptly following completion of the verification process. Promptly after such announcement, the Depositary will issue payment for the shares validly tendered and accepted under the tender offer and will return all other shares tendered. It is currently expected that payment for all shares purchased will be made on or about April 10, 2012.
Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the Depositary for the tender offer, approximately 18 million shares of WebMD's common stock were properly tendered and not properly withdrawn at or below the purchase price of $26.00 per share. Since the offer was oversubscribed, the number of shares that WebMD will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count by the Depositary of shares tendered, WebMD estimates that the pro-ration factor will be approximately 33%. That pro-ration factor is a preliminary estimate and is subject to change, including as a result of the verification of the proper delivery of all shares tendered (including shares tendered pursuant to guaranteed delivery procedures) and as a result of the impact of odd-lot tenders and conditional tenders. The final pro-ration factor will be announced promptly following completion of the verification process. Promptly after such announcement, the Depositary will issue payment for the shares validly tendered and accepted under the tender offer and will return all other shares tendered. It is currently expected that payment for all shares purchased will be made on or about April 10, 2012.
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