WebMD Health (WBMD)

 

On October 19, 2008, pursuant to the terms of a termination agreement (the “Termination Agreement”), HLTH and WebMD mutually agreed, in light of recent turmoil in financial markets, to terminate the Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH and WebMD, as amended by Amendment No. 1, dated as of May 6, 2008, and Amendment No. 2, dated as of September 12, 2008 (the “Merger Agreement”). The termination was by mutual agreement of the companies and was unanimously approved by the Board of Directors of each of the companies and by a special committee of independent directors of WebMD. The Termination Agreement maintained HLTH’s obligation, under the terms of the Merger Agreement, to pay the expenses of WebMD incurred in connection with the merger. In connection with the termination of the Merger Agreement, HLTH and WebMD amended the Tax Sharing Agreement between them (see “— Tax Sharing Agreement” below) and HLTH assigned to WebMD a data license agreement with EBS (see “— Other Arrangements with HLTH” below).

 

 

On October 19, 2008, pursuant to the terms of a termination
agreement (the “Termination Agreement”), HLTH and
WebMD mutually agreed, in light of recent turmoil in financial
markets, to terminate the Agreement and Plan of Merger, dated as
of February 20, 2008, between HLTH and WebMD, as amended by
Amendment No. 1, dated as of May 6, 2008, and
Amendment No. 2, dated as of September 12, 2008 (the
“Merger Agreement”). The termination was by mutual
agreement of the companies and was unanimously approved by the
Board of Directors of each of the companies and by a special
committee of independent directors of WebMD. The Termination
Agreement maintained HLTH’s obligation, under the terms of
the Merger Agreement, to pay the expenses of WebMD incurred in
connection with the merger. In connection with the termination
of the Merger Agreement, HLTH and WebMD amended the Tax Sharing
Agreement between them (see “— Tax Sharing
Agreement” below) and HLTH assigned to WebMD a data license
agreement with EBS (see “— Other Arrangements
with HLTH” below).

 

 

On October 19, 2008, pursuant to the terms of a termination agreement (the “Termination Agreement”), HLTH and WebMD mutually agreed, in light of recent turmoil in financial markets, to terminate the Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH and WebMD, as amended by Amendment No. 1, dated as of May 6, 2008, and Amendment No. 2, dated as of September 12, 2008 (the “Merger Agreement”). The termination was by mutual agreement of the companies and was unanimously approved by the Board of Directors of each of the companies and by a special committee of independent directors of WebMD. The Termination Agreement maintains HLTH’s obligation, under the terms of the Merger Agreement, to pay the expenses of WebMD incurred in connection with the merger.