WebMD Health (WBMD)

 

As previously disclosed, HLTH currently intends to propose a transaction that would allow HLTH’s stockholders to participate more directly in the ownership of WebMD Common Stock. In that regard, the WebMD Board of Directors has formed a special committee (which we refer to as the Special Committee), consisting of Stanley S. Trotman, Jr. and Jerome C. Keller (two non-management members of WebMD’s Board who do not serve on HLTH’s Board of Directors), to evaluate and negotiate any potential transaction with HLTH. The Special Committee has retained Morgan Joseph & Co. Inc. as its financial advisor and Cahill Gordon & Reindel LLP as its legal counsel. HLTH has retained Raymond James & Associates, Inc. as its financial advisor and O’Melveny & Myers LLP as its legal counsel. There can be no assurance that any such transaction will be agreed upon or ultimately consummated.

 

The potential transaction that HLTH currently intends to propose to the Special Committee (which we refer to as the Potential Merger Transaction) would involve the merger of HLTH into WebMD, with WebMD being the surviving company. Each share of HLTH Common Stock would be converted, in the merger, into a combination of cash and WebMD Common Stock. HLTH expects the merger consideration to reflect, among other factors, an evaluation of the realizable values of the assets and liabilities of HLTH, other than its ownership of WebMD. HLTH expects that shares of WebMD Common Stock would constitute up to 50% of the merger consideration and their receipt would be tax free to HLTH stockholders. HLTH expects that the cash necessary to consummate the transaction would come from cash and cash equivalents on hand at HLTH and WebMD and from the proceeds of the sales by HLTH of its ViPS and Porex subsidiaries and possibly its 48% interest in EBS Master LLC. HLTH has received unsolicited preliminary indications of interest for each of these assets and intends to explore potential sales transactions (which we refer to as the Potential Sale Transactions). However, there can be no assurance that such exploration will result in any definitive agreement or transaction.

 

WebMD stockholders, other than HLTH, would continue to own their shares of WebMD Class A Common Stock following the Potential Merger Transaction, but would no longer be minority stockholders of a controlled company and the shares of WebMD Class B Common Stock currently owned by HLTH would be retired. In addition, as a result of the transaction, the amount of publicly traded WebMD Common Stock would be dramatically increased. However, HLTH anticipates that the total number of outstanding shares of WebMD Common Stock would be reduced in the transaction.