HLTH Corporation and WebMD Announce Agreement to Merge
Parties:
>HLTH Corporation owns approximately 84% of WebMD Health Corp. as well as ViPS and Porex. (http://www.hlth.com)
>WebMD Health Corp. is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through our public and private online portals and health-focused publications. (http://www.wbmd.com/)
HLTH common stock will be converted into 0.1979 shares of WebMD common stock and $6.89 in cash
>Expected Closed:
2Q or 3Q 2008
>Termination fee:
HLTH Corp to pay expenses
>Notes:
The cash portion of the merger consideration is subject to downward adjustment prior to closing, based on the amount of proceeds received from the disposition of HLTH's investment in certain auction rate securities (ARS), which, under the terms of the merger agreement, must be liquidated by HLTH prior to closing of the merger.
Completion of the Merger is subject to: HLTH and WHC receiving required shareholder approvals.
Completion of the Merger is subject to a requirement that the surviving company have a specified amount of cash as of the closing.
Completion of the Merger is subject to completion of the sale by HLTH of either ViPS or Porex and the sale of HLTH's ARS investments.
