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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Webmd Health Corp | NASDAQ:WBMD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 66.48 | 66.49 | 66.50 | 0 | 00:00:00 |
Delaware
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001-35337
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20-2783228
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CRF 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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·
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on August 7, 2017, Purchaser commenced a tender offer to acquire all of the issued and outstanding shares of WebMD’s common stock, par value $0.01 per share (the “Shares”), at a purchase price of $66.50 per Share (the “Offer Price”), net to the seller in cash without interest and less any applicable withholding taxes required by applicable law, upon the terms and conditions set forth in the offer to purchase, dated August 7, 2017 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related letter of transmittal (together with any amendments or supplements thereto, which, together with the Offer to Purchase collectively constitute the “Offer”), filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO filed on August 7, 2017 (as amended and supplemented from time to time); and
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·
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on September 15, 2017, the Offer and the merger contemplated by the Merger Agreement (the “Merger”) were consummated.
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·
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the right of the holders of the 2018 Notes to convert each $1,000 principal amount of 2018 Notes was changed to a right to convert such principal amount of 2018 Notes into cash in an amount equal to (a) $1,071.83 per $1,000 principal amount of 2018 Notes in the case of a holder that elects to convert its 2018 Notes during the period commencing 20 days prior to the anticipated effective date of the Merger and ending 20 days after the date that the Merger becomes effective (the “Make-Whole Fundamental Change Period”) and (b) $1,036.43 per $1,000 principal amount of 2018 Notes in the case of a holder that elects to convert its 2018 Notes after the Make-Whole Fundamental Change Period,
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·
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the right of the holders of the 2020 Notes to convert each $1,000 principal amount of 2020 Notes was changed to a right to convert such principal amount of 2020 Notes into cash in an amount equal to (a) $1,396.13 per $1,000 principal amount of 2020 Notes in the case of a holder that elects to convert its 2020 Notes during the Make-Whole Fundamental Change Period and (b) $1,268.12 per $1,000 principal amount of 2020 Notes in the case of a holder that elects to convert its 2020 Notes after the Make-Whole Fundamental Change Period and
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·
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the right of the holders of the 2023 Notes to convert each $1,000 principal amount of 2023 Notes was changed to a right to convert such principal amount of 2023 Notes into cash in an amount equal to $767.34 per $1,000 principal amount of 2023 Notes,
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Exhibit
No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of July 24, 2017, by and among WebMD, the Purchaser and Parent (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by WebMD with the Securities and Exchange Commission on July 26, 2017).
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3.1
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Amended and Restated Certificate of Incorporation of WebMD Health Corp.
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3.2
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Amended and Restated Bylaws of WebMD Health Corp.
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4.1
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First Supplemental Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2018 Notes.
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4.2
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First Supplemental Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2020 Notes.
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4.3
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First Supplemental Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2023 Notes.
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99.1
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Joint Press Release, dated September 15, 2017 (incorporated by reference to Exhibit (a)(1)(J) to Amendment No. 7 to the Schedule TO filed with the SEC on September 15, 2017).
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99.2 | Press Release, dated September 15, 2017. |
Exhibit
No.
|
Description
|
|
Agreement and Plan of Merger, dated as of July 24, 2017, by and among WebMD, the Purchaser and Parent (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by WebMD with the Securities and Exchange Commission on July 26, 2017).
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||
Amended and Restated Certificate of Incorporation of WebMD Health Corp.
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Amended and Restated Bylaws of WebMD Health Corp.
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First Supplemental Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2018 Notes.
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First Supplemental Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2020 Notes.
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First Supplemental Indenture to the Indenture, dated as of September 15, 2017, between WebMD and The Bank of New York Mellon Trust Company, N.A., relating to the 2023 Notes.
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Joint Press Release, dated September 15, 2017 (incorporated by reference to Exhibit (a)(1)(J) to Amendment No. 7 to the Schedule TO filed with the SEC on September 15, 2017).
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99.2 | Press Release, dated September 15, 2017. |
WEBMD HEALTH CORP.
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By
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/s/ Lewis H. Leicher
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Name:
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Lewis H. Leicher
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Title:
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Senior Vice President
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Date:
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September 15, 2017
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1 Year Webmd Health Chart |
1 Month Webmd Health Chart |
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