WebMD Health Corp. Announces Commencement of Tender Offer to Repurchase up to $150M of Common Stock at Price of Either $24.50 or $26.00 Per Share

WebMD Health Corp.

announced today that it has commenced a tender offer to repurchase up to $150 million of its common stock through a modified "Dutch auction" tender offer, at a price per share of either $24.50 or $26.00. The maximum number of shares proposed to be purchased in the tender offer represents approximately 10.8% of WebMD's currently outstanding shares (including shares of unvested restricted stock). The NASDAQ Official Closing Price of WebMD Common Stock on March 5, 2012 was $24.86 per share. Tendering stockholders may specify a price of either $24.50 or $26.00 per share at which they are willing to sell their shares. On the terms and subject to the conditions of the tender offer, WebMD will designate a single per share price that it will pay for shares properly tendered and not properly withdrawn from the tender offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders, as follows: if a sufficient number of shares is tendered at $24.50 per share to allow it to purchase shares having an aggregate purchase price of $150 million, the purchase price will be $24.50 per share for all shares purchased and no shares tendered at $26.00 per share will be purchased; if shares tendered at $26.00 per share would need to be purchased to allow it to purchase shares having an aggregate purchase price of $150 million, the purchase price will be $26.00 per share; and if an insufficient number of shares is properly tendered and not properly withdrawn to allow it to purchase $150 million in value of shares, the purchase price will be $26.00 per share unless no shares are properly tendered and not properly withdrawn at that price, in which case the purchase price will be $24.50 per share, subject to the condition that a minimum of 3 million shares be properly tendered by stockholders and not properly withdrawn.