WebMD Health Corp. (Nasdaq: WBMD) Announces Preliminary Results of Its Tender Offer

Northern, WI 4/4/12 (StreetBeat) -- 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 offer. These shares represent approximately 10.15% of WebMD's currently outstanding common stock (including shares of unvested restricted stock).

Based on the preliminary count by American Stock Transfer & 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for the tender offer, approximately 18 million shares of WebMD's common stock were properly tendered and not properly withdrawn at or below the purchase price of $26.00 per share.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 estimates that the pro-ration factor will be approximately 33%. That pro-ration factor is a preliminary estimate and is subject to change, including as a result of the verification of the proper delivery of all shares tendered (including shares tendered pursuant to guaranteed delivery procedures) and as a result of the impact of odd-lot tenders and conditional tenders. The final pro-ration factor will be announced promptly following completion of the verification process. Promptly after such announcement, the Depositary will issue payment for the shares validly tendered and accepted under the tender offer and will return all other shares tendered. It is currently expected that payment for all shares purchased will be made on or about April 10, 2012.

As of April 3, 2012, WebMD had approximately 56,824,000 shares of common stock outstanding (including approximately 976,000 shares of unvested restricted stock). After giving effect to the results of the tender offer, WebMD expects to have approximately 51,055,000 shares of common stock outstanding (including unvested restricted stock).

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WebMD (Nasdaq: WBMD) Takes Down For-Sale Sign

Orlando, FL 1/10/12 (StreetBeat) – The online health company WebMD (Nasdaq: WBMD) said on Tuesday that it had taken itself off the auction block, after failing to attract satisfactory offers from potential buyers.

The company also said its chief executive, Wayne T. Gattinella, had resigned. He is being succeeded on an interim basis by Anthony Vuolo, the company’s chief financial officer, while the board looks for a permanent successor.

The announcement comes follows months of speculation about WebMD’s fate, after the company said last year that it had put itself up for sale. In its statement, WebMD said it had held discussions with several potential buyers and allowed them to conduct some due diligence. The company has a market value of $2 billion.

Among the juicier speculation of late was that WebMD could factor into a potential spinoff of Yahoo‘s (Nasdaq: YHOO) holdings in Alibaba of China and Yahoo Japan. As part of the requirements of any spinoff, the Asian companies would need operating assets — fully functional businesses — that they would essentially swap for Yahoo’s stakes.

Some investors had banked on WebMD being one of those operating assets. But that idea never had much basis in reality, and WebMD was not seriously considered to be part of that plan, according to a person briefed on the matter.

WebMD plans to remain independent, though its future as a stand-alone business is expected to be rough in the near term. The company said it expected to post lower revenue and higher expenses this year, as drug makers cut back on ad spending and competition increased from other Internet portals and social media sites.

WebMD said it expected to meet its previously published earnings guidance, but at the low to middle part of that range.

Shares in WebMD plunged nearly 28 percent in premarket trading.

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