(Source: PRNewswire-FirstCall)
ELMWOOD PARK, N.J. and NEW YORK, June 18 /PRNewswire-FirstCall/ -- HLTH Corporation and its publicly traded subsidiary, WebMD Health Corp. , announced today that they have entered into a definitive merger agreement pursuant to which HLTH will merge into WebMD in a tax-free, all-stock transaction. WebMD will be the surviving company in the merger. Martin J. Wygod will serve as Chairman of the Board and Wayne Gattinella will serve as President and Chief Executive Officer of the combined company.
In commenting on the merger, Martin J. Wygod, Acting CEO and Chairman of HLTH and Chairman of WebMD said, "We are very pleased to announce this merger transaction today and believe that it is in the best interests of both HLTH and WebMD stockholders to combine the companies at this time. This transaction will eliminate the inefficiencies associated with having two separate public companies and HLTH stockholders will receive a direct ownership in WebMD through a tax-free transaction. Completion of this merger will significantly increase the liquidity of WebMD shares. With a strong balance sheet and a simplified corporate structure, WebMD will be well positioned to deliver strong growth in the years ahead."
HLTH currently owns 48.1 million shares of WebMD Class B Common Stock, which represents approximately 80% of WebMD's equity, after giving effect to the net shares relating to WebMD's outstanding options and restricted stock. The merger will eliminate both HLTH's controlling interest in WebMD and WebMD's existing dual-class stock structure. In the merger, the WebMD Class B shares will be retired and each outstanding share of HLTH Common Stock will convert into 0.4444 shares of WebMD Class A Common Stock. HLTH currently has 102.8 million shares of its Common Stock outstanding.
As a result of the merger, holders of HLTH Common Stock will receive an aggregate ownership interest in the combined company that is substantially equal to HLTH's existing ownership interest in WebMD after giving effect to the net shares relating to each of HLTH's and WebMD's outstanding options and restricted stock. Shares of WebMD Class A Common Stock currently outstanding will be unchanged in the merger, and similarly, their ownership percentage will be substantially unchanged by the merger.
As a result of the merger, WebMD will assume the obligations of HLTH's 3 1/8% Convertible Notes and HLTH's 1.75% Convertible Subordinated Notes and the Notes will become convertible into WebMD Common Stock, with the respective conversion rates to be adjusted based on the exchange ratio for the merger. There are currently $250 million principal amount outstanding of the 3 1/8% Convertible Notes and $265 million principal amount outstanding of the 1.75% Convertible Subordinated Notes.
