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. iv Table of Contents Once...

expiry = 2014-09-09...ibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 2,000,000 Shares of its Common Stock at a Purchase Price of $48.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 9, 2014 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 2,000,000 shares of its common stock, $.01 par value per share (the “common stoc...

listed = True...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. 15 Table of Contents 8. Price Range of Shares; Dividends 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, 2012: First Quarter $ 40.24 $ 24.51 Second Quarter $ 25.71 $ 20.18 Third Quarter $ 20.99 $ 13.52 Fourth Quarter $ 16.82 $ 1...

mechanism = FIXEDEX-99.A.1.A 2 d766634dex99a1a.htm EXHIBIT (A) (1) (A) Exhibit (a) (1) (A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 2,000,000 Shares of its Common Stock at a Purchase Price of $48.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 9, 2014 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 2,000,000 shares of its common stock, $.01 par value p...

mechanism = FIXED...nditionally tendered by stockholders and for which the determination whether the applicable conditions were met will be made following the verification process described below. Accordingly, WebMD expects to accept for purchase a total of 2,000,000 shares at a purchase price of $48.50 per share, for an aggregate purchase price of $97 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 and including all shares conditionally tendered, WebMD estimates that the pro-ration factor would be approximately 31.5%. Th...

mechanism = FIXED...o 2,000,000 shares of its Common Stock at a price of $48.50 per share, which expired at 5:00 p.m., New York City time, on September 9, 2014. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $48.50 per share, for an aggregate purchase price of $97 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 4.9 million shares of WebMD Common Stock were properly tendered and neither withdrawn nor tendered conditionally by stockholders with conditions that were not met. W...

must_tender_all = True...uch greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered 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 individual accounts 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 whi...

no_priority = True...submits a properly completed IRS Form W-8BEN or W-8BEN-E 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 48.5...htm EXHIBIT (A) (1) (A) Exhibit (a) (1) (A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 2,000,000 Shares of its Common Stock at a Purchase Price of $48.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 9, 2014 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). WebMD Health Corp., a Delaware corporat...

price = USD 48.5...applicable conditions were met will be made following the verification process described below. Accordingly, WebMD expects to accept for purchase a total of 2,000,000 shares at a purchase price of $48.50 per share, for an aggregate purchase price of $97 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 and...

price = USD 48.5...ired at 5:00 p.m., New York City time, on September 9, 2014. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $48.50 per share, for an aggregate purchase price of $97 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 4.9 million shares of WebMD Common Stock were...

priority_conflicting = True...e been satisfied or waived and more than 2,000,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn 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 individual accounts in the WebMD 401(k) Savings Plan); • second, from all other stockholders who properly tender shares, on a pro rata basis (except for stockho...

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 2,000,000 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 0.8 million shares, based on 39,129,823 shares of our common...

txn_type = TENDER_OFFEREX-99.A.1.A 2 d766634dex99a1a.htm EXHIBIT (A) (1) (A) Exhibit (a) (1) (A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by WEBMD HEALTH CORP. of Up to 2,000,000 Shares of its Common Stock at a Purchase Price of $48.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 9, 2014 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). WebMD Health Corp., a Delaware corporation...

txn_type = TENDER_OFFER...ley rfisher@webmd.net mheinley@webmd.net 212-624-3817 212-624-3926 WEBMD HEALTH CORP. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER NEW YORK, NY (September 10, 2014) — WebMD Health Corp. (Nasdaq: WBMD) announced today the preliminary results of its tender offer to purchase up to 2,000,000 shares of its common stock at a price of $48.50 per share, which expired at 5:00 p.m., New York City time, on September 9, 2014. Based on the preliminary count by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 6.3 million shares of common stock were properly tendered and not wi...

txn_type = TENDER_OFFER...Michael Heinley rfisher@webmd.net 212-624-3817 mheinley@webmd.net 212-624-3926 WEBMD HEALTH CORP. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER NEW YORK, NY (September 15, 2014) — WebMD Health Corp. (Nasdaq: WBMD) announced today the final results of its tender offer to purchase up to 2,000,000 shares of its Common Stock at a price of $48.50 per share, which expired at 5:00 p.m., New York City time, on September 9, 2014. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $48.50 per share, for an aggregate purchase price of $97...

accepted = 2000000...inal results of its tender offer to purchase up to 2,000,000 shares of its Common Stock at a price of $48.50 per share, which expired at 5:00 p.m., New York City time, on September 9, 2014. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $48.50 per share, for an aggregate purchase price of $97 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately...

expired_on = 2014-09-09...tember 15, 2014) — WebMD Health Corp. (Nasdaq: WBMD) announced today the final results of its tender offer to purchase up to 2,000,000 shares of its Common Stock at a price of $48.50 per share, which expired at 5:00 p.m., New York City time, on September 9, 2014. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $48.50 per share, for an aggregate purchase price of $97 million. Based on the final tabulation by American Stock Transfer & Trust Company, t...

final_price = 48.5...8.50 per share, which expired at 5:00 p.m., New York City time, on September 9, 2014. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $48.50 per share, for an aggregate purchase price of $97 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 4.9 million shares of WebMD Common Stock were properly tendered and neither withdrawn nor tendered condit...

proration_pct = 38.99...ckholders with conditions that were not met. WebMD has been informed by the Depositary that, after giving effect to the priority for an aggregate amount of approximately 153,000 “odd lot” shares, the final proration factor is approximately 38.99%. 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 37.6 million shares of its Common Stock...

tendered = 2000000...nder offer to purchase up to 2,000,000 shares of its Common Stock at a price of $48.50 per share, which expired at 5:00 p.m., New York City time, on September 9, 2014. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” properly tendered, at a purchase price of $48.50 per share, for an aggregate purchase price of $97 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 4.9 million shares of WebMD Common Stock were properly tendered...