WebMD Health Corp.

election_required = True...See Section 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of those shares before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. Notwithstanding the foregoing, you will not be entitled to the Odd Lots preference with respect to shares tendered under the WebMD 401(k) Savings Plan or the Porex Corporation 401(k) Savings Pl...

expiry = 2010-04-08...ibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 5,800,000 Shares of its Common Stock at a Purchase Price of $45.80 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, APRIL 8, 2010 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). WebMD Health Corp., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 5,800,000 shares of its common stock, $.01 par value per share (the “common stoc...

expiry = 2010-04-08...(a)(1)(O) Supplement to the Offer to Purchase for Cash Dated March 11, 2010 by WEBMD HEALTH CORP. to Increase the Purchase Price to $46.80 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, APRIL 8, 2010, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). On March 11, 2010, WebMD Health Corp., a Delaware corporation (the “Company,” “we,” or “us”), distributed an offer to purchase (the “Original Offer to Purchase”) and a related letter o...

listed = True...ther than conditions that are proximately caused by our action or failure to act), and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion before the Expiration Time. 8. Price Range of the Shares The shares are traded on the NASDAQ Global Select Market under the symbol “WBMD.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by NASDAQ based on published financial sources. High Low Year Ended December 31, 2008: First Quarter $ 41.99 $ 23.15 Second Quarter $ 35.40 $ 21.86 Third Quarter $ 35.00 $ 23.80 Fourth Quarter $ 29.99 $ 1...

listed = True...nding (including shares of unvested restricted stock). The 5,800,000 shares that we are offering to purchase in the Offer represent approximately 11% of the total number of outstanding shares of our common stock as of March 15, 2010. The shares are listed and traded on NASDAQ under the symbol “WBMD.” On March 8, 2010, the NASDAQ Official Closing Price per share of our common stock was $43.78. We announced our intention to make the Offer during the trading day on March 9, 2010. On that day, the opening sales price of our common stock on NASDAQ was $43.52 per share. On March 15, 2010, the last full trading day...

mechanism = FIXEDEX-99.(A)(1)(A) 2 g22436exv99wxayx1yxay.htm EX-99.(A)(1)(A) exv99wxayx1yxay Exhibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 5,800,000 Shares of its Common Stock at a Purchase Price of $45.80 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, APRIL 8, 2010 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). WebMD Health Corp., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 5,800,000 shares of its common stock, $.01 par value per...

mechanism = FIXED...le primarily from cash and cash equivalents on hand. See Section 9. The Offer is not separately conditioned upon the receipt of financing. If I have not yet tendered shares under the Original Offer to Purchase, how do I tender shares and receive the increased purchase price of $46.80 per share? If you want to tender all or part of your shares, you must do one of the following before 5:00 p.m., New York City time, on Thursday, April 8, 2010, or any later time and date to which the Offer may be extended: • If your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must con...

must_tender_all = True...(or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: • 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 WebMD 401(k) Savings Plan or the Porex Corporation 401(k) Savings Plan); • second, from all other stockholders who properly tender shares, on a pro rata basis (except for stockholders who tendered shares con...

no_priority = True...3. A Non-U.S. Holder that submits a properly completed IRS Form W-8BEN may still be subject to the regular withholding tax on the gross proceeds payable to such holder. See Section 3 and Section 14. 6. Conditional Tender of Shares Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. The conditional tender alternative is made available for stockholders seeking to take steps to...

price = USD 45.8...) 2 g22436exv99wxayx1yxay.htm EX-99.(A)(1)(A) exv99wxayx1yxay Exhibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 5,800,000 Shares of its Common Stock at a Purchase Price of $45.80 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, APRIL 8, 2010 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). WebMD Health Corp., a Delaware corporation...

price = USD 45.8-46.8...defined herein shall have the meaning given to them in the Original Offer to Purchase. THE COMPANY HAS INCREASED THE PRICE PER SHARE AT WHICH STOCKHOLDERS MAY TENDER THEIR SHARES FROM $45.80 TO $46.80 PER SHARE, WITHOUT INTEREST. No other changes are being made to the terms and conditions of the Offer, and we have not changed the Expiration Time. On the terms and subject to the conditions of the Offer, we will pay for shares p...

priority_conflicting = True...an 5,800,000 shares are tendered? If more than 5,800,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: • 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 WebMD 401(k) Savings Plan or the Porex Corporation 401(k) Savings Plan); • second, from all other stockholders who properly tender shares, on a pro rata basis (...

threshold = 100...ares), or if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. If more than 5,800,000 shares are properly tendered, we will purchase all shares properly tendered on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis, and conditional tenders whose condition was not met, which we will not purchase (except as described in Section 6). We also expressly reserve the right to purchase additional shares, up to 2% of our outstanding shares (approximately 1.1 million shares, based on 53,503,306 shares of our common...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 g22436exv99wxayx1yxay.htm EX-99.(A)(1)(A) exv99wxayx1yxay Exhibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 5,800,000 Shares of its Common Stock at a Purchase Price of $45.80 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, APRIL 8, 2010 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). WebMD Health Corp., a Delaware corporation (t...

txn_type = TENDER_OFFEREX-99.A.1.O 2 g22522a3exv99waw1wo.htm EX-99.A.1.O exv99waw1wo Exhibit (a)(1)(O) Supplement to the Offer to Purchase for Cash Dated March 11, 2010 by WEBMD HEALTH CORP. to Increase the Purchase Price to $46.80 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, APRIL 8, 2010, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). On March 11, 2010, WebMD Health Corp., a Delaware corporat...