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This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008. Annex B-1 – Page 47
Table of Contents
WEBMD
HEALTH CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —
(Continued)
would bear interest at a rate of 11% per annum, payable in kind
annually in arrears. The notes would be subject to mandatory
redemption by WebMD from the proceeds of the divestiture of the
remaining ViPS or Porex business. The redemption price would be
equal to the principal amount of the notes to be redeemed plus
accrued but unpaid interest through the date of the redemption.
Completion of the HLTH Merger is subject to: HLTH and WebMD
receiving required shareholder approvals; a requirement that the
surviving company have an amount of cash, as of the closing at
least equal to an agreed upon threshold, calculated in
accordance with a formula contained in the Merger Agreement;
completion of the sale by HLTH of either ViPS or Porex and the
sale of HLTH’s ARS investments; and other customary closing
conditions. HLTH, which owns shares of WebMD constituting
approximately 96% of the total number of votes represented by
outstanding shares, has agreed to vote its shares of WebMD in
favor of the HLTH Merger. The transaction is expected to close
in the second or third quarter of 2008.
Following the HLTH Merger, WebMD as surviving corporation will
assume the obligations of HLTH under HLTH’s
31/8% Convertible
Notes due September 1, 2025 and HLTH’s
1.75% Convertible Subordinated Notes due June 15, 2023
(“Notes”). In the event a holder of these Notes
converts these Notes into shares of HLTH common stock pursuant
to the terms of the applicable indenture prior to the effective
time of the HLTH Merger, those shares would be treated in the
HLTH Merger like all other shares of HLTH common stock. In the
event a holder of the Notes converts those Notes pursuant to the
applicable indenture following the effective time of the HLTH
Merger, those Notes would be converted into the right to receive
the HLTH Merger Consideration payable in respect of the HLTH
shares into which such Notes would have been convertible.
WebMD 2007 Annual
Report — Financial Statements Annex
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