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. See Section 1. Once I have tendered share...

expiry = 2012-04-03...FOR CASH BY WEBMD HEALTH CORP. OF UP TO $150 MILLION IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF EITHER $24.50 OR $26.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, APRIL 3, 2012 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 $150 million in value of shares of its common stock, $.01 par value per share (t...

listed = True...retion before the Expiration Time. Any determination by us concerning the events described in this section will be final and binding upon all persons. 17 Table of Contents 8. Price Range of Shares; Dividends; Rights Agreement Price Range of 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 Ending December 31, 2009: First Quarter $ 25.20 $ 19.37 Second Quarter $ 30.70 $ 20.15 Third Quarter $ 34.43 $ 28.73 Fourth Quarter $ 38.97 $...

mechanism = DUTCH...value $.01 per share. See Section 1. What will the purchase price for the shares be and what will be the form of payment? The price options for the Offer are either $24.50 or $26.00 per share. We are conducting the Offer through a procedure commonly called a modified “Dutch auction.” This procedure allows you to specify a price of either $24.50 or $26.00 per share at which you are willing to sell your shares. We will designate a single per share price that we will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specif...

mechanism = DUTCH...60 WEBMD HEALTH CORP. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER NEW YORK, NY (April 4, 2012) — WebMD Health Corp. (Nasdaq: WBMD) announced today the preliminary results of its tender offer to repurchase up to $150 million of its common stock through a modified “Dutch auction” tender offer, which expired at 5:00 p.m., New York City time, on Tuesday, April 3, 2012. In accordance with the terms and conditions of the tender offer, WebMD expects to acquire 5,769,230 shares of its common stock at a price of $26.00 per share, for an aggregate cost of $150 million, excluding fees and expenses relating to the tender...

mechanism = DUTCH...212-624-3760 WEBMD HEALTH CORP. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER NEW YORK, NY (April 10, 2012) — WebMD Health Corp. (Nasdaq: WBMD) announced today the final results of its tender offer to repurchase up to $150 million of its common stock through a modified “Dutch auction” tender offer, which expired at 5:00 p.m., New York City time, on Tuesday, April 3, 2012. WebMD accepted for purchase 5,769,230 shares of its common stock, including all “odd lots” properly tendered, at a purchase price of $26.00 per share, for an aggregate cost of $150 million, excluding fees and expenses relating to the tender offer. T...

must_tender_all = True...t to purchase, subject to applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn on or 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); • second, from all other stockholders who properly tender shares, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not sa...

no_priority = True...Holder that submits a properly completed IRS Form W-8BEN may still be subject to the regular U.S. federal 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 24.5...w the closing market price for the shares on March 5, 2012, the last full trading day before we commenced the Offer, when the NASDAQ Official Closing Price was $24.86. The minimum purchase price of $24.50 per share could be below the NASDAQ Official Closing Price for the shares on the expiration date. Questions and requests for assistance may be directed to Innisfree M&A Incorporated, the Information Agent for the Offer, at its ad...

price = USD 26.0...Trust Company, LLC, the Depositary for the tender offer, approximately 18 million shares of WebMD’s common stock were properly tendered and not properly withdrawn at or below the purchase price of $26.00 per share. 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 by the Depositary of shares tendered, WebMD estimate...

price = USD 26.0...red at 5:00 p.m., New York City time, on Tuesday, April 3, 2012. WebMD accepted for purchase 5,769,230 shares of its common stock, including all “odd lots” properly tendered, at a purchase price of $26.00 per share, for an aggregate cost of $150 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 10.15% of WebMD’s outstanding common stock (including shares of unvested restricted...

priority_conflicting = True...n excess of $150 million (or such greater amount as we may elect to purchase, subject to applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn on or 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); • second, from all other stockholders who properly tender shares, on a pro rata basis (except for stockholders who tendered shares c...

threshold = 100...mately 10.8% of the issued and outstanding shares as of March 5, 2012. If more than $150 million in value of the Company’s shares are properly tendered at the Final Purchase Price, 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 56,868,317 shares of our common...

txn_type = TENDER_OFFEREX-99.(A)(L)(A) 2 d310917dex99ala.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY WEBMD HEALTH CORP. OF UP TO $150 MILLION IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF EITHER $24.50 OR $26.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, APRIL 3, 2...

txn_type = TENDER_OFFER...e remainder of this letter summarizes the transaction, your rights under the Plan (including notice of a blackout period) and the procedures for completing and submitting the Direction Form. You should also review the more detailed explanation provided in the Offer to Purchase, dated March 6, 2012 (the “Offer to Purchase”), enclosed with this letter. BACKGROUND WebMD has made an Offer to purchase up to $150,000,000 of its Shares from its shareholders at a price of either $26.00 or $24.50 per Share, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase. WebMD will select the l...

txn_type = TENDER_OFFER...Agent toll free at 1-888-750-5834. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF WEBMD HEALTH CORP. COMMON STOCK. THE TENDER OFFER WAS MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT WEBMD DISTRIBUTED TO ITS STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND...

txn_type = TENDER_OFFER...Agent toll free at 1-888-750-5834. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF WEBMD HEALTH CORP. COMMON STOCK. THE TENDER OFFER WAS MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT WEBMD DISTRIBUTED TO ITS STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND...