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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 WebMD’s Class B Common Stock
(all of which were held by HLTH) were cancelled. The shares of
WebMD’s 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 WebMD’s 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.
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