WBMD » Topics » The HLTH Merger will result in a substantial increase in the number of shares of WebMD Common Stock available for trading, which could depress the price of such stock and/or increase the volatility of the price of such stock, both before and after complet

This excerpt taken from the WBMD 10-Q filed Aug 11, 2008.
The HLTH Merger will result in a substantial increase in the number of shares of WebMD Common Stock available for trading, which could depress the price of such stock and/or increase the volatility of the price of such stock, both before and after completion of the HLTH Merger
 
Although the HLTH Merger is expected to reduce the total number of outstanding shares of WebMD Common Stock, the HLTH Merger will greatly increase the number of such shares available for sale in the public markets. Currently, all 48,100,000 outstanding shares of WebMD Class B Common Stock are held by HLTH and do not trade in the public markets. As of June 30, 2008, approximately 9,259,000 shares of WebMD Class A Common Stock (the class traded publicly) were outstanding. In the HLTH Merger, the WebMD Class B Common Stock will become treasury stock of WebMD and cease to be outstanding, but more than 36,000,000 new shares of WebMD Common Stock will be issued to holders of HLTH Common Stock and become immediately available for sale. Additional shares could become available for sale at or after that time depending upon:
 
  •  whether holders of options to purchase HLTH Common Stock exercise those options and the timing of such exercises; and
 
  •  whether holders of convertible notes issued by HLTH convert those notes and the timing of any such conversions.
 
Sales of large amounts of WebMD Common Stock could depress the market price of WebMD Common Stock. In addition, the potential that such sales may occur could depress prices even in advance of such sales. We cannot predict the effect that the HLTH Merger will have on the price of WebMD Common Stock, both before and after completion of the HLTH Merger.


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This excerpt taken from the WBMD 10-Q filed May 12, 2008.
The HLTH Merger will result in a substantial increase in the number of shares of WebMD Common Stock available for trading, which could depress the price of such stock and/or increase the volatility of the price of such stock, both before and after completion of the HLTH Merger
 
Although the HLTH Merger is expected to reduce the total number of outstanding shares of WebMD Common Stock, the HLTH Merger will greatly increase the number of such shares available for sale in the public markets. Currently, all 48,100,000 outstanding shares of WebMD Class B Common Stock are held by HLTH and do not trade in the public markets. As of March 31, 2008, approximately 9,150,000 shares of WebMD Class A Common Stock (the class traded publicly) were outstanding. In the HLTH Merger, the WebMD Class B Common Stock will be extinguished, but more than 36,000,000 new shares of WebMD Common Stock will be issued to holders of HLTH Common Stock and become immediately available for sale. Additional shares could become available for sale at or after that time depending upon:
 
  •  whether holders of options to purchase HLTH Common Stock exercise those options and the timing of such exercises; and
 
  •  whether holders of convertible notes issued by HLTH convert those notes and the timing of any such conversions.
 
Sales of large amounts of WebMD Common Stock could depress the market price of WebMD Common Stock. In addition, the potential that such sales may occur could depress prices even in advance of such sales. We cannot predict the effect that the HLTH Merger will have on the price of WebMD Common Stock, both before and after completion of the HLTH Merger.
 
These excerpts taken from the WBMD 10-K filed Feb 29, 2008.
The HLTH Merger will result in a substantial increase in the number of shares of WebMD Common Stock available for trading, which could depress the price of such stock and/or increase the volatility of the price of such stock, both before and after completion of the HLTH Merger
 
Although the HLTH Merger is expected to reduce the total number of outstanding shares of WebMD Common Stock, the HLTH Merger will greatly increase the number of such shares available for sale in the public markets. Currently, all 48,100,000 outstanding shares of WebMD Class B Common Stock are held by HLTH and do not trade in the public markets. As of February 25, 2008, approximately 9,150,000 shares of WebMD Class A Common Stock (the class traded publicly) were outstanding. In the HLTH Merger, the WebMD Class B Common Stock will be extinguished, but more than 36,000,000 new shares of WebMD Common Stock will be issued to holders of HLTH Common Stock and become immediately available for sale. Additional shares could become available for sale at or after that time depending upon:
 
  •  whether holders of options to purchase HLTH Common Stock exercise those options and the timing of such exercises; and
 
  •  whether holders of convertible notes issued by HLTH convert those notes and the timing of any such conversions.
 
Sales of large amounts of WebMD Common Stock could depress the market price of WebMD Common Stock. In addition, the potential that such sales may occur could depress prices even in advance of such sales. We cannot predict the effect that the HLTH Merger will have on the price of WebMD Common Stock, both before and after completion of the HLTH Merger.
 
The
HLTH Merger will result in a substantial increase in the number
of shares of WebMD Common Stock available for trading, which
could depress the price of such stock and/or increase the
volatility of the price of such stock, both before and after
completion of the HLTH Merger



 



Although the HLTH Merger is expected to reduce the total number
of outstanding shares of WebMD Common Stock, the HLTH Merger
will greatly increase the number of such shares available for
sale in the public markets. Currently, all 48,100,000
outstanding shares of WebMD Class B Common Stock are held
by HLTH and do not trade in the public markets. As of
February 25, 2008, approximately 9,150,000 shares of
WebMD Class A Common Stock (the class traded publicly) were
outstanding. In the HLTH Merger, the WebMD Class B Common
Stock will be extinguished, but more than 36,000,000 new shares
of WebMD Common Stock will be issued to holders of HLTH Common
Stock and become immediately available for sale. Additional
shares could become available for sale at or after that time
depending upon:


 


























  • 

whether holders of options to purchase HLTH Common Stock
exercise those options and the timing of such exercises; and
 
  • 

whether holders of convertible notes issued by HLTH convert
those notes and the timing of any such conversions.


 



Sales of large amounts of WebMD Common Stock could depress the
market price of WebMD Common Stock. In addition, the potential
that such sales may occur could depress prices even in advance
of such sales. We cannot predict the effect that the HLTH Merger
will have on the price of WebMD Common Stock, both before and
after completion of the HLTH Merger.


 




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