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 = 2016-12-15...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 $55.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMBER 15, 2016 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, 2014: First Quarter $ 51.41 $ 38.54 Second Quarter $ 49.99 $ 37.43 Third Quarter $ 53.30 $ 41.27 Fourth Quarter $ 43.59 $ 3...

mechanism = FIXEDEX-99.A.1.A 2 d274112dex99a1a.htm EX-99.A.1.A EX-99.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 $55.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMBER 15, 2016 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...

mechanism = FIXED...ry; and approximately 915,000 that were tendered as odd lots. The number of shares conditionally tendered was less than 10,000 based on the preliminary count by the Depositary. Accordingly, WebMD expects to accept for purchase a total of 2,000,000 shares at a purchase price of $55.00 per share, for an aggregate purchase price of $110 million. Since the offer was oversubscribed, the number of shares that WebMD will purchase from each tendering shareholder (other than validly tendered odd lots) will be pro-rated. Based upon the preliminary count and after giving effect to the purchase of all of the approximately 915,000 shares t...

mechanism = FIXED...to 2,000,000 shares of its Common Stock at a price of $55.00 per share, which expired at 5:00 p.m., New York City time, on December 15, 2016. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” validly tendered, at a purchase price of $55.00 per share, for an aggregate purchase price of $110 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 14.9 million shares of WebMD Common Stock were properly tendered and neither withdrawn nor tendered conditionally by stockholders with conditions that were not met....

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 55.0...d274112dex99a1a.htm EX-99.A.1.A EX-99.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 $55.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMBER 15, 2016 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). WebMD Health Corp., a Delaware corpora...

price = USD 55.0...es conditionally tendered was less than 10,000 based on the preliminary count by the Depositary. Accordingly, WebMD expects to accept for purchase a total of 2,000,000 shares at a purchase price of $55.00 per share, for an aggregate purchase price of $110 million. Since the offer was oversubscribed, the number of shares that WebMD will purchase from each tendering shareholder (other than validly tendered odd lots) will be pro-rate...

price = USD 55.0...pired at 5:00 p.m., New York City time, on December 15, 2016. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” validly tendered, at a purchase price of $55.00 per share, for an aggregate purchase price of $110 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 14.9 million shares of WebMD Common Stock we...

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 39,181,219 shares of our common...

txn_type = TENDER_OFFEREX-99.A.1.A 2 d274112dex99a1a.htm EX-99.A.1.A EX-99.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 $55.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, DECEMBER 15, 2016 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). WebMD Health Corp., a Delaware corporatio...

txn_type = TENDER_OFFER...12-624-3817 Media: Adam Grossberg agrossberg@webmd.net 212-624-3790 WEBMD HEALTH CORP. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER NEW YORK, NY (December 16, 2016) — 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 $55.00 per share, which expired at 5:00 p.m., New York City time, on December 15, 2016. Based on the preliminary count by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 17.1 million shares of common stock were properly tendered and not w...

txn_type = TENDER_OFFER...Adam Grossberg rfisher@webmd.net agrossberg@webmd.net 212-624-3817 212-624-3790 WEBMD HEALTH CORP. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER NEW YORK, NY (December 21, 2016) — 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 $55.00 per share, which expired at 5:00 p.m., New York City time, on December 15, 2016. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” validly tendered, at a purchase price of $55.00 per share, for an aggregate purchase price of $110...

accepted = 2000000...inal results of its tender offer to purchase up to 2,000,000 shares of its Common Stock at a price of $55.00 per share, which expired at 5:00 p.m., New York City time, on December 15, 2016. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” validly tendered, at a purchase price of $55.00 per share, for an aggregate purchase price of $110 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately...

expired_on = 2016-12-15...cember 21, 2016) — 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 $55.00 per share, which expired at 5:00 p.m., New York City time, on December 15, 2016. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” validly tendered, at a purchase price of $55.00 per share, for an aggregate purchase price of $110 million. Based on the final tabulation by American Stock Transfer & Trust Company, t...

final_price = 55.0...55.00 per share, which expired at 5:00 p.m., New York City time, on December 15, 2016. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” validly tendered, at a purchase price of $55.00 per share, for an aggregate purchase price of $110 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 14.9 million shares of WebMD Common Stock were properly tendered and neither withdrawn nor tendered cond...

proration_pct = 7.74...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 915,000 “odd lot” shares, the final proration factor for the remaining tendered shares is approximately 7.74%. 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 common stock out...

tendered = 2000000...nder offer to purchase up to 2,000,000 shares of its Common Stock at a price of $55.00 per share, which expired at 5:00 p.m., New York City time, on December 15, 2016. WebMD has accepted for purchase 2,000,000 shares of its Common Stock, including all “odd lots” validly tendered, at a purchase price of $55.00 per share, for an aggregate purchase price of $110 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, approximately 14.9 million shares of WebMD Common Stock were properly tendere...