Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - WebMD Health Corp. | g26452e8vk.htm |
| EX-99.3 - EX-99.3 - WebMD Health Corp. | g26452exv99w3.htm |
| EX-99.1 - EX-99.1 - WebMD Health Corp. | g26452exv99w1.htm |
Exhibit 99.2
Contacts: |
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Investors:
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Media: | |
Risa Fisher
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Adam Grossberg | |
rfisher@webmd.net
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agrossberg@webmd.net | |
212-624-3817
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212-624-3732 |
WebMD Announces Pricing of $350 Million of 2.25% Convertible Notes Due 2016
New York, NY (March 9, 2011) — WebMD Health Corp. (Nasdaq: WBMD) today announced the pricing of
its private placement of $350 million aggregate principal amount of 2.25% Convertible Notes due
2016. The notes are being offered only to qualified institutional buyers pursuant to Rule 144A of
the Securities Act of 1933. The aggregate principal amount of the notes being offered has been
increased by $50 million from the amount previously announced. WebMD has also granted the initial
purchaser in the offering a 30-day option to purchase up to an additional $50 million aggregate
principal amount of notes. Interest on the notes is payable semiannually on March 31 and September
30 of each year, commencing September 30, 2011.
The notes are convertible into shares of WebMD common stock based on an initial conversion rate of
13.5704 shares of WebMD common stock per $1,000 principal amount of notes, which is equivalent to
an initial conversion price of approximately $73.69 per share. The initial conversion price
represents a premium of approximately 28% over the closing price of WebMD common stock on the
Nasdaq Global Select Market on March 8, 2011.
Holders of the notes may require WebMD to repurchase their notes upon a change in control of WebMD
at a price equal to 100% of the principal amount of the notes being repurchased, plus any accrued
and unpaid interest.
WebMD intends to use approximately $50 million of the net proceeds from the sale of the notes to
repurchase approximately 868,500 shares of its common stock at a price of $57.57 per share, the
last reported sale price of WebMD common stock on March 8, 2011. WebMD intends to use the
remainder of the net proceeds for general corporate purposes, which may include acquisitions and
additional repurchases of its common stock, and for working capital.
Consummation of the sale of the notes is subject to customary closing conditions, and there can be
no assurance that the offering of the notes will be consummated. Settlement is expected to occur
on March 14, 2011.
The notes and the common stock of WebMD issuable upon conversion of the notes will not be
registered under the Securities Act or any state securities laws, and unless so registered, may not
be offered or sold in the United States, except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the
securities described herein, nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities law of any such jurisdiction.
About WebMD
WebMD Health Corp. (Nasdaq: WBMD) is the leading provider of health information services, serving
consumers, physicians, healthcare professionals, employers, and health plans through our public and
private online portals, mobile platforms and health-focused publications. More than 80 million
unique visitors access the WebMD Health Network each month.
The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, emedicineHealth, RxList,
theheart.org, drugs.com and Medscape Education.
All statements contained in this press release, other than statements of historical fact, are
forward-looking statements. These statements are based on WebMD’s current plans and expectations
and involve risks and uncertainties, including those described in our SEC filings.
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