On or around 10/24/2017 (Notice of voluntarily dismissal)
Filing Date: August 09, 2017
According to the Complaint, on July 24, 2017, WebMD and KKR issued a joint press release announcing that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell WebMD to KKR. Under the terms of the Merger Agreement, KKR will acquire all outstanding shares of WebMD for $66.50 in cash per share of WebMD’s common stock (the “Offer Price”).
On August 7, 2017, WebMD filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC. The Complaint alleges the Recommendation Statement, which recommends that WebMD stockholders tender their shares in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) WebMD’s financial projections, relied upon by WebMD’s financial advisor, J.P. Morgan Securities LLC (“J.P. Morgan”) in connection with rendering its fairness opinion; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by J.P. Morgan; (iii) J.P. Morgan’s potential conflicts of interest; (iv) the background process leading to the Proposed Transaction; and (v) WebMD insiders’ potential conflicts of interest.
This case was voluntarily dismissed on October 24, 2017.
Company & Securities Information
Defendant: WebMD Health Corp.
Industry: Computer Services
Headquarters: United States
Ticker Symbol: WBMD
Company Market: NASDAQ
Market Status: Public (Listed)
About the Company & Securities Data
"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.
In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
First Identified Complaint
Jeffrey Rubin, et al. v. WebMD Health Corp., et al.