WebMD Extends Poison Pill for Two More Years

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By Trey Thoelcke Published
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WebMD Health Corp. (NASDAQ: WBMD) said that on Thursday its board of directors has signed off an amendment to its shareholder rights agreement to guard against coercive takeovers and other tactics that might be used in attempts to gain control of the company.

The amendment does the following:

  • Extends the expiration date of the Rights Agreement from October 31, 2012, to October 31, 2014
  • Provides that equity compensation awards to directors will not be included in determining whether a stockholder becomes an “Acquiring Person” under the Rights Agreement
  • Decreases the purchase price payable by holders of rights issued under the Rights Agreement upon exercise of such rights from $153.00 to $66.29.

The amended rights agreement will be presented for ratification at the 2013 annual meeting of WebMD stockholders.

WebMD adopted the poison pill agreement back in early November in response to billionaire investor Carl Icahn pushing the company to spend up to $1 billion to buy back its shares. Icahn is a leading shareholder in the online health information provider, and he successfully got an appointee onto the board after the previous shareholder meeting in July.

WebMD has long been considered a takeover target, but the company’s efforts to sell itself ended early this year after talks with private equity firms failed. The share price has dropped about 63% year to date, and it is down fractionally in morning trading to $14.20. The 52-week low is $13.52.

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About the Author Trey Thoelcke →

Trey has been an editor and author at 24/7 Wall St. for more than a decade, where he has published thousands of articles analyzing corporate earnings, dividend stocks, short interest, insider buying, private equity, and market trends. His comprehensive coverage spans the full spectrum of financial markets, from blue-chip stalwarts to emerging growth companies.

Beyond 24/7 Wall St., Trey has created and edited financial content for Benzinga and AOL's BloggingStocks, contributing additional hundreds of articles to the investment community. He previously oversaw the 24/7 Climate Insights site, managing editorial operations and content strategy, and currently oversees and creates content for My Investing News.

Trey's editorial expertise extends across multiple publishing environments. He served as production editor at Dearborn Financial Publishing and development editor at Kaplan, where he helped shape financial education materials. Earlier in his career, he worked as a writer-producer at SVE. His freelance editing portfolio includes work for prestigious clients such as Sage Publications, Rand McNally, the Institute for Supply Management, the American Library Association, Eggplant Literary Productions, and Spiegel.

Outside of financial journalism, Trey writes fiction and has been an active member of the writing community for years, overseeing a long-running critique group and moderating workshop sessions at regional conventions. He lives with his family in an old house in the Midwest.

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