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.