NEW YORK, July 24, 2017 /PRNewswire/ -- WebMD Health
Corp. (NASDAQ: WBMD), the leading source of health information, and
Internet Brands, a KKR portfolio company, today announced that
Internet Brands has entered into a definitive agreement to acquire
WebMD in a transaction valued at approximately $2.8 billion.
Under the terms of the agreement, a subsidiary of Internet
Brands will commence a tender offer in the next 10 business days to
acquire all of the issued and outstanding shares of WebMD common
stock for $66.50 per share to be paid
in cash upon completion of the transaction. This valuation
represents a premium of approximately 30 percent to WebMD's share
price on February 15, 2017, the day
before WebMD announced that it was commencing a process to explore
and evaluate potential strategic alternatives, as well as a premium
of approximately 20 percent over WebMD's closing share price on
July 21, 2017. The financing for the
transaction is fully committed. The WebMD Board of Directors
approved the merger agreement. The acquisition is expected to close
during the fourth quarter of 2017, subject to the satisfaction of
customary closing conditions.
"After a thorough review of strategic alternatives, we are
pleased to announce this transaction, which provides our
stockholders with immediate and significant cash value and a
substantial premium," said Martin J. Wygod, Chairman of WebMD.
"Throughout this process, our Board has conducted diligent analysis
and thoughtful deliberations. WebMD and its financial advisors had
a process that involved outreach to more than 100 strategic and
financial parties, and we are confident that this transaction
maximizes value for our stockholders."
"We believe that this transaction will provide additional
flexibility and resources to deliver increased value to consumers,
healthcare professionals, employers, and health plan participants,"
said Steven L. Zatz, M.D., CEO of
WebMD. "On behalf of everyone at WebMD, I would like to express our
sincere appreciation to our employees for their hard work and
dedication. I am confident this will be an exciting new chapter for
WebMD."
"WebMD and Medscape are the market leaders in online health with
unparalleled reach to consumers and healthcare professionals," said
Bob Brisco, CEO of Internet Brands.
"Since its founding, WebMD has established itself as a trusted
resource for health information. We look forward to delivering that
resource to even more users, by leveraging our combined resources
and presence in online healthcare to catalyze WebMD's future
growth."
"KKR and Internet Brands are pleased to be investing behind the
experienced WebMD management team and trusted WebMD platforms. The
combined portfolio of leading vertical internet assets will be a
powerful one," said Herald Chen, Chairman of Internet Brands, KKR
Member and Head of the Technology industry team. "We look
forward to supporting and accelerating the growth and global
expansion of the businesses."
Internet Brands' Health vertical serves millions of consumers
and more than 50,000 health care practices utilizing a multi-brand,
multi-product approach. The company is the leading SaaS / Web
Hosting player in the Health space, serving a wide variety of
practice areas, including Dental, Chiropractic, Veterinary, Vision
Care, and Mental / Physical Therapy. Its Health SaaS
businesses provide web presence, online marketing, and practice
management solutions to practices across the United States. These businesses include
Demandforce, Officite, Sesame Communications, and Baystone Media.
The company's consumer-focused health brands provide content and
online communities for consumers in search of health-related
information. These include DentalPlans.com, eHealthForum.com,
HealthBoards.com, FitDay.com and VeinDirectory.org.
Equity financing for the transaction is being provided primarily
by KKR's private equity funds.
J.P. Morgan Securities LLC is serving as the exclusive financial
advisor to WebMD and Shearman & Sterling LLP is serving as
legal advisor. Simpson Thacher & Bartlett LLP is serving as
legal advisor to Internet Brands.
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 its public and
private online portals, mobile platforms and health-focused
publications.
The WebMD Health Network includes WebMD.com, Medscape.com,
MedicineNet.com, eMedicineHealth.com, RxList.com, OnHealth.com,
Medscape Education (Medscape.org) and other WebMD owned sites and
apps.
About Internet Brands
Headquartered in El Segundo, Calif., Internet Brands® is a
fully integrated online media and software services organization
focused on four high-value vertical categories: Automotive, Health,
Legal and Home / Travel. The company's award-winning consumer
websites lead their categories and serve more than 100 million
monthly visitors, while a full range of web presence offerings has
established deep, long-term relationships with SMB and enterprise
clients. Internet Brands' powerful, proprietary operating platform
provides the flexibility and scalability to fuel the company's
continued growth. Internet Brands is a portfolio company of KKR and
Temasek. For more information, please visit www.internetbrands.com.
About KKR
KKR is a leading global investment firm that
manages investments across multiple asset classes including private
equity, energy, infrastructure, real estate, credit and hedge
funds. KKR aims to generate attractive investment returns by
following a patient and disciplined investment approach, employing
world‐class people, and driving growth and value creation at the
asset level. KKR invests its own capital alongside its partners'
capital and brings opportunities to others through its capital
markets business. References to KKR's investments may include the
activities of its sponsored funds. For additional information about
KKR & Co. L.P. (NYSE:KKR), please visit KKR's website at
www.kkr.com and on Twitter @KKR_Co.
Forward-Looking Statements
Any forward-looking
statements, including, but not limited to, statements regarding the
proposed transaction between KKR and WebMD, the expected timetable
for completing the transaction, strategic and other potential
benefits of the transaction, and other statements about KKR or
WebMD managements' future expectations, beliefs, goals, plans or
prospects, are subject to risks and uncertainties such as those
described in KKR's and WebMD's periodic reports on file with the
Securities and Exchange Commission. These statements speak only as
of the date of this press release and are based on KKR's and
WebMD's current plans and expectations and involve risks and
uncertainties that could cause actual future events or results to
be different from those described in or implied by such
forward-looking statements, including risks and uncertainties
regarding: changes in financial markets; changes in economic,
political or regulatory conditions or other trends affecting the
healthcare, Internet and information technology industries; and
changes in facts and circumstances and other uncertainties
concerning the proposed transaction. Further information about
these matters can be found in KKR's and WebMD's Securities and
Exchange Commission filings. KKR and WebMD caution investors not to
place considerable reliance on the forward-looking statements
contained in this press release. Except as required by applicable
law or regulation, KKR and WebMD do not undertake any obligation to
update or revise any of their forward-looking statements to reflect
future events or circumstances.
Important additional information will be filed with the U.S.
Securities and Exchange Commission
This press release is
for informational purposes only and is neither a recommendation, an
offer to purchase nor a solicitation of an offer to sell
securities, nor is it a substitute for the tender offer materials
that Diagnosis Merger Sub, Inc. ("Offeror") will file with the U.S.
Securities Exchange Commission (the "SEC") upon commencement of the
tender offer. At the time the tender offer is commenced, the
Offeror will file tender offer materials on Schedule TO, and WebMD
thereafter will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer. THE
TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND
THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED
FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF
SHARES OF COMMON STOCK OF WEBMD ARE URGED TO READ THESE DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO THE TENDER OFFER, THAT HOLDERS OF COMMON STOCK OF
WEBMD SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES. The Offer to Purchase, the related Letter
of Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, will be made available
to all holders of common stock of WebMD at no expense to them. The
tender offer materials, the Solicitation/Recommendation Statement
and other related documents (when available) will be made available
for free at the SEC's website at www.sec.gov or by directing a
request to the Information Agent for the tender offer who will be
named by the Offeror in the tender offer materials.
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SOURCE WebMD Health Corp.