WebMD Health (WBMD) – Odd Lot Tender Offer – $203 Gain

Current Price – $31.95

Offer Price - $34

Potential Gain – 6.5% or $203 for Odd Lot holders

Expiration date – September 4, 2013

Odd Lot holders (less than 100 shares) are not subject to proration

SEC Filling

Summary:

WebMD Health Corp., a Delaware corporation, is offering to purchase up to 5,000,000 shares of its common stock, $.01 par value per share (the “common stock”), at a price of $34.00 per share without interest. We will purchase up to 5,000,000 shares in the Offer (representing approximately 10% of our outstanding shares, including shares of unvested restricted stock), or if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn.

Proration:

If more than 5,000,000 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

Source of Funds:

Assuming that 5,000,000 shares are purchased in the Offer at a price of $34.00 per share, the aggregate purchase price will be approximately $170 million. We expect that expenses for the Offer will be approximately $700,000.

We anticipate that we will pay for the shares tendered in the Offer and all expenses applicable to the Offer from cash and cash equivalents on hand. The Offer is not conditioned upon the receipt of financing.