WebMD Health Corp. (Nasdaq: WBMD) announced today the preliminary results of its tender offer to purchase up to 3,000,000 shares of its common stock at a price of $52.00 per share, which expired at 5:00 p.m., New York City time, on September 8, 2010. Based on the preliminary count by American Stock Transfer & Trust Company, the Depositary for the tender offer, 14,007,542 shares of common stock were properly tendered and not withdrawn.
Accordingly, WebMD expects to accept for purchase a total of 3,000,000 shares at a purchase price of $52.00 per share, for a total cost of $156 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 21.42%. The number of shares tendered and not withdrawn and the pro-ration factor are preliminary and are subject to: verification by American Stock Transfer & Trust Company; the proper delivery of all shares tendered (including shares tendered pursuant to guaranteed delivery procedures); and the impact of odd-lot tenders. The actual number of shares validly tendered and not withdrawn and the pro-ration factor will be announced promptly following completion of the verification process.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 September 14, 2010.
As of September 8, 2010, WebMD had approximately 60.0 million shares of common stock outstanding (excluding approximately 1.2 million shares of unvested restricted stock). From August 10, 2010 to September 8, 2010, the number of shares of WebMD common stock outstanding increased by a total of approximately 1.7 million shares as a result of the conversion of approximately $25.2 million principal amount of WebMD's 3 1/8% Convertible Notes 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 57.0 million shares of common stock outstanding (excluding the unvested restricted stock) and approximately $350 million in cash and cash equivalents.