WebMD Health (WBMD)

 

The HLTH Merger is subject to customary conditions to closing, including the receipt of required approvals of the stockholders of HLTH and WebMD and receipt of opinions of counsel relating to tax matters. In addition, the HLTH Merger is subject to deal-specific closing conditions, including: (a) the combined company having a sufficient amount of available cash at closing to pay the cash portion of the merger consideration while leaving an agreed upon amount of cash in the combined company, calculated pursuant to a formula contained in the Merger Agreement; and (b) HLTH having (i) sold its holdings of auction rate securities (excluding any ARS investments held by WebMD) prior to closing, (ii) borrowed 75% of the principal amount of its ARS investments pursuant to the HLTH Loan Agreement, dated as of May 6, 2008, between HLTH and Citigroup Global Markets Holdings Inc. or (iii) having satisfied all conditions precedent under the HLTH Loan Agreement to permit HLTH to borrow 75% of the principal amount of its ARS investments at the effective time of the HLTH Merger. If any condition to the HLTH Merger is not satisfied or, if permissible, waived, the HLTH Merger will not be completed. Generally, waiver by WebMD of a condition to closing of the HLTH Merger will require approval of the Special Committee of the WebMD Board that negotiated the transaction with HLTH. We cannot predict what the effect on the market price of WebMD Class A Common Stock would be if the HLTH Merger is not able to be completed, but depending on market conditions at the time, it could result in a decline in that market price. In addition, if there is uncertainty regarding whether the HLTH Merger will be completed (including uncertainty regarding whether the conditions to closing will be met), that could result in a decline in the market price of WebMD Class A Common Stock or an increase in the volatility of that market price.

 

 

The HLTH Merger is subject to customary conditions to closing, including the receipt of required approvals of the stockholders of HLTH and WebMD and receipt of opinions of counsel relating to tax matters. In addition, the HLTH Merger is subject to deal-specific closing conditions, including: the combined company having a sufficient amount of available cash at closing to pay the cash portion of the merger consideration while leaving an agreed upon amount of cash in the combined company, calculated pursuant to a formula contained in the Merger Agreement; and completion of the sale, by HLTH, of either ViPS or Porex. If any condition to the HLTH Merger is not satisfied or, if permissible, waived, the HLTH Merger will not be completed. Generally, waiver by WebMD of a condition to closing of the HLTH Merger will require approval of the Special Committee of the WebMD Board that negotiated the transaction with HLTH. We cannot predict what the effect on the market price of WebMD Class A Common Stock would be if the HLTH Merger is not able to be completed, but depending on market conditions at the time, it could result in a decline in that market price. In addition, if there is uncertainty regarding whether the HLTH Merger will be completed (including uncertainty regarding whether the conditions to closing will be met), that could result in a decline in the market price of WebMD Class A Common Stock or an increase in the volatility of that market price.

 

 

The HLTH Merger is subject to customary conditions to closing, including the receipt of required approvals of the stockholders of HLTH and WHC and receipt of opinions of counsel relating to tax matters. In addition, the HLTH Merger is subject to deal-specific closing conditions, including: the combined company having a sufficient amount of available cash at closing to pay the cash portion of the merger consideration while leaving an agreed upon amount of cash in the combined company, calculated pursuant to a formula contained in the Merger Agreement; completion of the sale, by HLTH, of its holdings of ARS; and completion of the sale, by HLTH, of either ViPS or Porex. If any condition to the HLTH Merger is not satisfied or, if permissible, waived, the HLTH Merger will not be completed. Generally, waiver by WebMD of a condition to closing of the HLTH Merger will require approval of the Special Committee of the WebMD Board that negotiated the transaction with HLTH. We cannot predict what the effect on the market price of WebMD Class Common Stock would be if the HLTH Merger is not able to be completed, but depending on market conditions at the time, it could result in a decline in that market price. In addition, if there is uncertainty regarding whether the HLTH Merger will be completed (including uncertainty regarding whether the conditions to closing will be met), that could result in a decline in the market price of WebMD Class A Common Stock or an increase in the volatility of that market price.

 

 

The HLTH Merger is subject to customary conditions to closing,
including the receipt of required approvals of the stockholders
of HLTH and WHC and receipt of opinions of counsel relating to
tax matters. In addition, the HLTH Merger is subject to
deal-specific closing conditions, including: the combined
company having a sufficient amount of available cash at closing
to pay the cash portion of the merger consideration while
leaving an agreed upon amount of cash in the combined company,
calculated pursuant to a formula contained in the Merger
Agreement; completion of the sale, by HLTH, of its holdings of
ARS; and completion of the sale, by HLTH, of either ViPS or
Porex. If any condition to the HLTH Merger is not satisfied or,
if permissible, waived, the HLTH Merger will not be completed.
Generally, waiver by WebMD of a condition to closing of the HLTH
Merger will require approval of the Special Committee of the
WebMD Board that negotiated the transaction with HLTH. We cannot
predict what the effect on the market price of WebMD
Class Common Stock would be if the HLTH Merger is not able
to be completed, but depending on market conditions at the time,
it could result in a decline in that market price. In addition,
if there is uncertainty regarding whether the HLTH Merger will
be completed (including uncertainty regarding whether the
conditions to closing will be met), that could result in a
decline in the market price of WebMD Class A Common Stock
or an increase in the volatility of that market price.