WebMD Announces 28.5M Shares Tendered

WebMD Health Corp.

announced today the preliminary results of its tender offer to purchase up to 5,000,000 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Company, the Depositary for the tender offer, approximately 28.5 million shares of common stock were tendered and not withdrawn, including:  approximately 14 million shares that were tendered through notice of guaranteed delivery; and approximately 2.5 million shares that were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 described below.  Accordingly, WebMD expects to accept for purchase a total of 5,000,000 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 WebMD will purchase from each tendering shareholder will be pro-rated.  Based upon the preliminary count, WebMD estimates that the pro-ration factor will be approximately 18%.  The number of shares tendered and not withdrawn and the pro-ration factor are