WebMD Health Tender Offer Oversubscribed - Quick Facts

(RTTNews) - WebMD Health Corp. (WBMD) announced the preliminary results of its tender offer to purchase up to 5.00 million shares of its common stock at a price of $34.00 per share, which expired at 5:00 p.m., New York City time, on September 10, 2013.

Based on the preliminary count by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 28.5 million shares of common stock were tendered and not withdrawn, including: approximately 14 million shares that were tendered through notice of guaranteed delivery; and approximately 2.5 million shares that were conditionally tendered by stockholders and for which the determination whether the applicable conditions were met will be made following the verification process.

Accordingly, WebMD expects to accept for purchase a total of 5.00 million shares at a purchase price of $34.00 per share, for an aggregate purchase price of $170 million.

Since the offer was oversubscribed, the number of shares that the company will purchase from each tendering shareholder will be pro-rated, WebMD noted. Based upon the preliminary count, WebMD estimates that the pro-ration factor will be approximately 18%. It is currently expected that payment for all shares purchased will be made on or about September 16, 2013.

As of September 10, 2013, WebMD had approximately 50.8 million shares of common stock outstanding, including approximately 0.9 million shares of unvested restricted stock. After giving effect to the results of the tender offer, WebMD expects to have approximately 45.8 million shares of common stock outstanding, including the unvested restricted stock, and approximately $880 million in cash and cash equivalents.