WebMD Health Corp. (Nasdaq: WBMD) announced today the preliminary results of its tender offer to purchase up to 5,800,000 shares of its common stock at a price of $46.80 per share, which expired at 5:00 p.m., New York City time on April 8, 2010. Based on the preliminary count by American Stock Transfer & Trust Company, the Depositary for the tender offer, 5,172,210 shares of common stock were properly tendered and not withdrawn, including approximately 200,000 shares that were tendered through notice of guaranteed delivery. In accordance with the terms of the tender offer, WebMD expects to accept for purchase all shares that were properly tendered and not withdrawn at a purchase price of $46.80 per share, for a total cost of approximately $242.1 million.
The number of shares tendered and not withdrawn is preliminary and is subject to verification by the Depositary and to the proper delivery of all shares tendered and not properly withdrawn (including shares tendered pursuant to guaranteed delivery procedures). The actual number of shares validly tendered and not withdrawn will be announced promptly following completion of the verification process.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. It is currently expected that payment for all shares purchased will be made on or about April 14, 2010.
As of April 7, 2010, WebMD had approximately 55.8 million shares of common stock outstanding (excluding approximately 996,000 shares of unvested restricted stock). Between March 9, 2010 and April 7, 2010, the number of shares of WebMD common stock outstanding increased by a total of approximately 3.4 million shares as a result of the conversion of approximately $84 million principal amount of WebMD's 3 1/8% Convertible Notes into approximately 2.4 million common shares as well as from the exercise of employee stock options. After giving effect to the results of the tender offer, WebMD expects to have approximately 50.6 million shares of common stock outstanding (excluding unvested restricted stock) and approximately $550 million in cash and investments.