This excerpt taken from the WBMD 8-K filed Nov 23, 2009.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On October 23, 2009, HLTH Corporation (HLTH) and WebMD Health Corp. (WebMD) completed their merger (the Merger) with HLTH being merged into WebMD and WebMD continuing as the surviving corporation. In the Merger, each share of HLTH Common Stock was converted into 0.4444 shares of WebMD Common Stock and the outstanding shares of WebMDs Class B Common Stock (all of which were held by HLTH) were cancelled. The shares of WebMDs Class A Common Stock were unchanged in the Merger and continue to trade on the NASDAQ Global Select Market under the symbol WBMD; however, they are no longer referred to as Class A because the Merger eliminated both WebMDs Class B Common Stock held by HLTH and the dual-class stock structure that had existed at WebMD.
The following unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of WebMD and HLTH after giving effect to the Merger as a purchase of the minority interest in WebMD by HLTH, as more fully described in Note 1 below.
The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2009 assumes the Merger occurred on January 1, 2009. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2009 assumes the Merger had occurred on September 30, 2009.
As more fully described in Note 2 below, the historical consolidated financial statements of HLTH have been adjusted to give effect to pro forma events that are (1) directly attributable to the Merger, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the consolidated results. No adjustment has been made to reflect anticipated reductions in corporate expenses following the Merger.
The unaudited pro forma condensed consolidated financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the financial condition or results of operations for future periods or the financial condition or results of operations that actually would have been realized had the entities been a single entity as of or for the periods presented. The unaudited pro forma condensed consolidated financial information should be read together with the historical financial statements and related notes of WebMD and HLTH that each have filed with the SEC.