UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 20, 2008
Date of Report (Date of earliest event reported)
WEBMD HEALTH CORP.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-51547
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20-2783228 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
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111 Eighth Avenue
New York, New York 10011
(Address of principal executive offices, including zip code)
(212) 624-3700
(Registrant’s telephone number, including area code)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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This Amendment No. 1 is being filed to add Exhibit 2.1 to this Current Report on Form 8-K
and to reflect that addition in Item 9.01. In the original Current Report filing, we had
indicated that Exhibit 2.1 would be added by amendment.
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| Item 1.01. |
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Entry into a Material Definitive Agreement |
On February 20, 2008, HLTH Corporation and WebMD Health Corp. entered into an Agreement and
Plan of Merger (the “Merger Agreement”). HLTH currently owns approximately 84% of the outstanding
common stock of WebMD. The Merger Agreement provides that HLTH will merge into WebMD, with WebMD
continuing as the surviving company (the “Merger”). In the Merger, each outstanding share of HLTH
common stock will be converted into 0.1979 shares of WebMD common stock and $6.89 in cash, subject
to adjustment as described below (the “Merger Consideration”). The shares of WebMD Class A Common
Stock currently outstanding will remain outstanding and will be unchanged in the Merger. The
Merger will eliminate both the controlling class of WebMD stock held by HLTH and WebMD’s existing
dual-class stock structure. A copy of the press release announcing the Merger is filed as Exhibit
99.1 to this Current Report and is incorporated herein by reference.
The cash portion of the Merger Consideration will be funded from cash and investments at WebMD
and HLTH, and proceeds from HLTH’s anticipated sales of its ViPS and Porex businesses. As
previously announced, HLTH has received significant interest from potential strategic buyers for
both ViPS and Porex and will be moving rapidly to obtain formal offers for these businesses from
potential buyers. The cash portion of the Merger Consideration is subject to downward adjustment
prior to closing, based on the amount of proceeds received from the disposition of HLTH’s
investment in certain auction rate securities (ARS), which, under the terms of the merger
agreement, must be liquidated by HLTH prior to closing of the merger. As described in a separate
Current Report on Form 8-K filed by HLTH today, HLTH has approximately $195 million of investments
in certain ARS, excluding any ARS investments held by WebMD. The types of ARS investments that
HLTH owns are backed by student loans, 97% of which are guaranteed under the Federal Family
Education Loan Program (FFELP).
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If either ViPS or Porex has not been sold at the time the Merger is ready to be consummated,
WebMD may issue up to $250 million in redeemable notes to the HLTH shareholders in lieu of a
portion of the cash consideration otherwise payable in the Merger. The notes would bear interest
at a rate of 11% per annum, payable in kind annually in arrears. The notes would be subject to
mandatory redemption by WebMD from the proceeds of the divestiture of the remaining ViPS or Porex
business. The redemption price would be equal to the principal amount of the notes to be redeemed
plus accrued but unpaid interest through the date of the redemption.
Following the Merger, WebMD as surviving corporation will assume the obligations of HLTH under
HLTH’s 31/8% Convertible Notes due September 1, 2025 and HLTH’s 1.75% Convertible Subordinated Notes
due June 15, 2023 (collectively, the “Notes”). In the event a holder of the Notes converts those
Notes into shares of HLTH common stock pursuant to the terms of the applicable indenture prior to
the effective time of the Merger, those shares would be treated in the Merger like all other shares
of HLTH common stock. In the event a holder of the Notes converts those Notes pursuant to the
applicable indenture following the effective time of the Merger, those Notes would be converted
into the right to receive the Merger Consideration payable in respect of the HLTH shares into which
such Notes would have been convertible.
The Merger Agreement contains customary representations, warranties and covenants that the
parties made to each other, including, among others, covenants by each of HLTH and WebMD to conduct
its business in the ordinary course between the signing of the Merger Agreement and completion of
the Merger, and to maintain and preserve its business organizations and relationships during such
period, except as contemplated by the Merger Agreement. A copy of the
Merger Agreement is
filed as Exhibit 2.1 to this Current Report in order to
provide investors with information regarding the terms of the Merger Agreement and is not intended
to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating
to HLTH or WebMD. The representations and warranties contained in the Merger Agreement have been
negotiated with the principal purpose of establishing the circumstances in which either party may
have the right not to consummate the Merger, or a party may have the right to terminate the Merger
Agreement, if the representations and warranties of the other party prove to be untrue due to a
change in circumstance or otherwise, and allocates risk between the parties, rather than
establishing matters as facts. In addition, the representations and warranties contained in the
Merger Agreement may also be subject to a contractual standard of materiality different from those
generally applicable to investors.
Additional Information About the Proposed Transaction and Where to Find It:
In connection with the proposed Merger, HLTH and WebMD expect to file, with the SEC, a proxy
statement/prospectus as part of a registration statement regarding the proposed transaction.
Investors and security holders are urged to read the proxy statement/prospectus because it will
contain important information about HLTH and WebMD and the proposed transaction. Investors and
security holders may obtain a free copy of the definitive proxy statement/prospectus and other
documents when filed by HLTH and WebMD with the SEC at www.sec.gov or www.hlth.com or www.wbmd.com.
Investors and security holders are urged to read the proxy statement/prospectus and other relevant
material when they become available before making any voting or investment decisions with respect
to the Merger.
Participants in the Merger
HLTH, WebMD, their directors and certain of their executive officers may be considered
participants in the solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of HLTH and WebMD and their respective
interests in the proposed transactions will be set forth or incorporated by reference in the proxy
statement/prospectus that HLTH and WebMD will file with the SEC in connection with the proposed transaction. Information about the directors and executive
officers of HLTH is available in HLTH’s proxy statement for its 2007 Annual Meeting of
Stockholders, as filed with the SEC on August 14, 2007. Information about the directors and
executive officers of WebMD is available in WebMD’s proxy statement for its 2007 Annual Meeting of
Stockholders, as filed with the SEC on August 14, 2007. Investors may obtain additional
information regarding the interests of such participants by reading the proxy statement/prospectus
when it becomes available.
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