WebMD Health Corp. Odd-Lot Tender

  • Company: WebMD Health Corp.
  • Ticker: WBMD
  • Market Cap: $1.6B
  • Size of Action: $170M
  • Type of Transaction:  Tender offer with odd-lot provision
  • Current Price: $31.76
  • Exchange Price: $34.00
  • Potential Gain (%): 7.05%
  • Expiration: September 10, 2013
  • Tender Limit (Shares): 99
  • Max Investment ($): $3,144
  • Max Gain ($): $222
  • Sec Filing: http://www.sec.gov/Archives/edgar/data/1326583/000119312513330863/d580676dex99a1a.htm
  • Summary: WebMD Health Corp., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 5,000,000 shares of its common stock, $.01 par value per share (the “common stock”), at a price of $34.00 per share without interest, upon the terms and subject to the conditions of this Offer to Purchase and the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”). Unless the context otherwise requires, all references to the shares shall refer to the common stock of the Company.On the terms and subject to the conditions of the Offer, we will pay for shares properly tendered and not properly withdrawn in the tender offer, a price of $34.00 per share, less any applicable withholding taxes and without interest. Only shares properly tendered and not properly withdrawn will be purchased. Due to the “odd lot” priority, proration and conditional tender offer provisions described in this Offer to Purchase, all of the shares tendered may not be purchased if more than the number of shares we seek are properly tendered. Shares not purchased in the Offer will be returned at our expense promptly following the expiration of the Offer. See Section 3.
  • Odd Lots: Order of tender: first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the Expiration Time (please note that this preference does not apply to shares held in the individual accounts in the WebMD 401(k) Savings Plan).
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