Everyday Health, Inc.

On October 21, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ziff Davis, LLC (“Parent”), Project Echo Acquisition Corp., a direct wholly-owned subsidiary of Parent (“Purchaser”), and, solely for purposes of Section 9.11 thereof, j2 Global, Inc. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer on November 2, 2016 to purchase all of the outstanding shares of common stock of the Company at a purchase price of $10.50 per share in cash, without interest, subject to any withholding of taxes required by applicable law (the “Offer”). The Merger Agreement provides, among other things, that, on the first business day after Purchaser accepts for payment and pays for such number of shares validly tendered and not properly withdrawn pursuant to the Offer, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company (the “Merger”), the separate existence of Purchaser will cease and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent.

The Board of Directors of the Company unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger.

On October 17, 2016, the Company entered into a second amendment to the Membership Interest Purchase Agreement between the Company, Tea Leaves and the other parties thereto (as amended, the “Purchase Agreement”). This amendment modified the terms of the potential earn-out payment, such that the entire earn-out payment due to the former members of Tea Leaves, if earned, may be paid in cash at the Company’s election. All other terms and conditions of the Purchase Agreement remained unchanged by the amendment.

Provision for Income Taxes. The provision for income taxes was $0.5 million and $7.3 million during the three months ended September 30, 2016 and 2015, respectively, and $1.8 million and $0.8 million during the nine months ended September 30, 2016 and 2015, respectively. The income tax provisions for the three and nine months ended September 30, 2016 and September 30, 2015 are primarily comprised of deferred tax provision pertaining to basis differences in indefinite lived intangible assets, and to a lesser extent, current tax provision for federal, state, local and foreign taxes. To determine such tax provisions for the three and nine months ended September 30, 2016, we recorded the pro-rated tax provision based upon the full year 2016 estimated income tax provision, referred to herein as the discrete method. We determined that this was within the exception under the interim tax accounting guidance, which requires the use of the estimated Annual Effective Tax Rate, or AETR, method, because our full year forecast of income before taxes is at or near breakeven. Further, normal deviations in the projected full year income would result in disproportionate and material changes to the interim tax provisions under the AETR method. During 2015, we recorded interim tax benefits using the AETR method for the quarters ending March 31, 2015 and June 30, 2015 based on pretax losses for the respective periods, but determined during the quarter ended September 30, 2015 that the AETR method was no longer yielding a reliable interim tax provision. Accordingly, we began using the discrete method indicated above during the quarter ended September 30, 2015, which resulted in the reversal during such quarter of $6.5 million of tax benefit recorded during the first half of 2016.

Completion of the Merger with Purchaser is subject to several conditions beyond our control that may prevent, delay, or otherwise adversely affect its completion, including, among other things: (i) at least one share more than 50% of the shares of our common stock having been validly tendered and not properly withdrawn in accordance with the terms of the Offer, and (ii) the waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended has expired or terminated. Some of the conditions to consummation of the Offer and the Merger are not within our control or the control of Parent, Purchaser or j2 and none of us can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived, it is possible that the Merger will not be consummated in the expected time frame or that the Merger Agreement may be terminated. If the proposed Merger or a similar transaction is not completed, the market price of our common stock will drop to the extent that the current market price of our common stock reflects an assumption that such a transaction will be completed. In addition, under circumstances defined in the Merger Agreement, we may be required to pay a termination fee of $15.2 million, which may also deter other potential acquirers from publicly making a competing offer for us that might be more advantageous to our stockholders and could inhibit our ability to engage in certain other transactions for 12 months from the date of the Merger Agreement in certain circumstances. Further, a failed transaction may result in negative publicity and a negative impression of us in the investment community. Finally, any disruption to our business resulting from the announcement and pendency of the Merger and from intensifying competition from our competitors, including any adverse changes in our relationships with our employees, clients, partners and other parties with which we do business, could continue or accelerate in the event of a failed transaction. There can be no assurance that our business, these relationships or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Merger, if the Merger is not consummated.