By Lisa Kerner
Charlotte, N.C., June 18 - HLTH Corp. said it will merge into its publicly traded subsidiary, WebMD Health Corp., in a tax-free, all-stock transaction.
WebMD will remain the surviving company and will be led by HLTH acting chief executive officer and chairman Martin J. Wygod.
"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," Wygod said in a joint news release from the companies.
The transaction is expected to close in the third or fourth quarter of 2009, the companies said.
HLTH currently owns 48.1 million shares of WebMD class B common stock, or approximately 80% of WebMD's equity.
WebMD's class B shares will be retired in the merger, and each outstanding share of HLTH common stock will convert into 0.4444 shares of WebMD class A common stock.
In addition, WebMD said it will assume the obligations of HLTH's 3.5% convertible notes and 1.75% convertible subordinated notes. The notes will become convertible into WebMD common stock.
HLTH and WebMD currently have more than $800 million in cash and investments and no long-term debt other than HLTH's convertible notes.
Raymond James and Associates, Inc. advised HLTH, and Morgan Joseph & Co. Inc. advised the WebMD special committee.
HLTH, formerly Emdeon Corp., is a health-care business, technology and information services company based in Elmwood Park, N.J.
New York-based WebMD provides health information services through its online portals and publications.
| Acquirer: | WebMD Health Corp.
|
| Target: | HLTH Corp.
|
| Announcement date: | June 18
|
| Price per share: | 0.4444 WebMD class A shares
|
| Expected closing: | Third or fourth quarter of 2009
|
| Stock price of acquirer: | Nasdaq: WBMD: $28.21 on June 17
|
| Stock price of target: | Nasdaq: HLTH: $11.760 on June 17
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
