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.