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WebMD Health Corp. Announces Preliminary Results of Its Tender Offer
Date:12/11/2009

NEW YORK, Dec. 11 /PRNewswire-FirstCall/ -- WebMD Health Corp. (Nasdaq: WBMD) announced today the preliminary results of its tender offer to purchase up to 5,700,000 shares of its common stock at a price of $37.00 per share, which expired at 5:00 p.m., New York City time on December 10, 2009. Based on the preliminary count by American Stock Transfer & Trust Company, the Depositary for the tender offer, 6,352,896 shares of common stock were properly tendered and not withdrawn, including approximately 1,222,000 shares that were tendered through notice of guaranteed delivery.

In accordance with the terms of the tender offer and in compliance with Rule 13e-4(f) of the Securities Exchange Act of 1934, which permits WebMD to purchase up to an additional two percent of its outstanding common stock without extending the tender offer, the Board of Directors of WebMD authorized the purchase of all of the shares tendered in the tender offer, based on the preliminary count. Accordingly, WebMD expects to accept for purchase all shares that were properly tendered and not withdrawn at a purchase price of $37.00 per share, for a total cost of approximately $235.1 million.

The number of shares tendered and not withdrawn is preliminary and is subject to verification by the Depositary and to the proper delivery of all shares tendered and not properly withdrawn (including shares tendered pursuant to guaranteed delivery procedures). The actual number of shares validly tendered and not withdrawn will be announced promptly following completion of the verification process.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. It is currently expected that payment for all shares purchased will be made on or about December 16, 2009.

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