WebMD (WBMD) – Odd Lot Tender Offer – $54 Potential

Current Price – $47.95

Offer Price – $48.50

Upside – 1.1% or $54 for Odd Lot holders (if provision is included)

Expiration date – 9 September 2014

Previous tenders of WBMD had provision that odd lot holders (less than 100 shares) are not subject to proration

SEC Filling


WebMD Health Corp. (Nasdaq: WBMD) announced today that it intends to commence, within the next week and after filing its Quarterly Report on Form 10-Q for the second quarter, a tender offer to purchase up to 2,000,000 shares of its common stock at a price of $48.50 per share. The number of shares proposed to be purchased in the tender offer represents approximately 5.1% of WebMD’s currently outstanding common shares (including outstanding shares of unvested restricted stock). The closing price of WebMD’s common stock on August 5, 2014 was $47.95 per share.

No proration for Odd Lot holders:

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. 

Source of Funds:

Assuming that 2,000,000 shares are purchased in the Offer at a price of $48.50 per share, the aggregate purchase price will be approximately $97 million. We expect that expenses for the Offer will be approximately $650,000. 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.