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 = 2010-09-08...ibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 3,000,000 Shares of its Common Stock at a Purchase Price of $52.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 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 3,000,000 shares of its common stock, $.01 par value per share (the “common stoc...

listed = True...or in part, at any time and from time to time in our reasonable discretion before the Expiration Time. Any determination by us concerning the events described in this section will be final and binding upon all persons. 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...

mechanism = FIXEDEX-99.(A)(1)(A) 2 g24280exv99wxayx1yxay.htm EX-99.(A)(1)(A) exv99wxayx1yxay Exhibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 3,000,000 Shares of its Common Stock at a Purchase Price of $52.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 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 3,000,000 shares of its common stock, $.01 par value...

mechanism = FIXED...e 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-rati...

mechanism = FIXED...o 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. WebMD has accepted for purchase 3,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $52.00 per share, for a total cost of approximately $156 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 13,978,001 shares of WebMD Common Stock were properly tendered and not withdrawn or tendered conditionally. WebMD has been informed by the Depositary that, after giving effect to...

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 52.0...) 2 g24280exv99wxayx1yxay.htm EX-99.(A)(1)(A) exv99wxayx1yxay Exhibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 3,000,000 Shares of its Common Stock at a Purchase Price of $52.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 8, 2010 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). WebMD Health Corp., a Delaware corpor...

price = USD 52.0...or 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 t...

price = USD 52.0...ired at 5:00 p.m., New York City time, on September 8, 2010. WebMD has accepted for purchase 3,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $52.00 per share, for a total cost of approximately $156 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 13,978,001 shares of WebMD Common Stock were properly tende...

priority_conflicting = True...an 3,000,000 shares are tendered? If more than 3,000,000 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...tock), or if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. If more than 3,000,000 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 1.2 million shares, based on 59,370,055 shares of our common...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 g24280exv99wxayx1yxay.htm EX-99.(A)(1)(A) exv99wxayx1yxay Exhibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 3,000,000 Shares of its Common Stock at a Purchase Price of $52.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 8, 2010 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). WebMD Health Corp., a Delaware corporati...

txn_type = TENDER_OFFER...te Hahn rfisher@webmd.net 212-624-3817 khahn@webmd.net 212-624-3760 WEBMD HEALTH CORP. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER NEW YORK, NY (September 9, 2010) — 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. Accord...

txn_type = TENDER_OFFER...r rfisher@webmd.net 212-624-3817 Media: Kate Hahn khahn@webmd.net 212-624-3760 WEBMD HEALTH CORP. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER NEW YORK, NY (September 14, 2010) — WebMD Health Corp. (Nasdaq: WBMD) announced today the final 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. WebMD has accepted for purchase 3,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $52.00 per share, for a total cost of approximately $156...

accepted = 3000000...inal 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. WebMD has accepted for purchase 3,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $52.00 per share, for a total cost of approximately $156 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 13,978,001 sha...

expired_on = 2010-09-08...tember 14, 2010) — WebMD Health Corp. (Nasdaq: WBMD) announced today the final 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. WebMD has accepted for purchase 3,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $52.00 per share, for a total cost of approximately $156 million. Based on the final tabulation by American Stock Transfer & Trust Company, t...

final_price = 52.0...2.00 per share, which expired at 5:00 p.m., New York City time, on September 8, 2010. WebMD has accepted for purchase 3,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $52.00 per share, for a total cost of approximately $156 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 13,978,001 shares of WebMD Common Stock were properly tendered and not withdrawn or tendered conditionally. WebMD has b...

proration_pct = 20.79...hares of WebMD Common Stock were properly tendered and not withdrawn or tendered conditionally. WebMD has been informed by the Depositary that, after giving effect to the priority for “odd lots,” the final proration factor is approximately 20.79%. The Depositary will promptly issue payment for the shares validly tendered and accepted for purchase and will return all other shares tendered. Immediately following the purchase of the tendered shares, WebMD expects to have approximately 57.0 million shares of its Common Stock...

tendered = 3000000...nder 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. WebMD has accepted for purchase 3,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $52.00 per share, for a total cost of approximately $156 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 13,978,001 shares of WebMD Common Stock were properly tendered and not withdra...