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ViPS provides healthcare data management, analytics, decision-support andprocess automation solutions and related information technology services togovernmental, Blue Cross Blue Shield and commercial healthcare payers. ViPS'solutions and services help its clients improve patient outcomes, increasecustomer satisfaction and reduce costs.
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Merger with WebMD
As previously announced, HLTH and WebMD entered into a definitive mergeragreement on February 20, 2008. The agreement provides that HLTH will bemerged into WebMD, with each outstanding share of HLTH common stock to beconverted into 0.1979 shares of WebMD common stock and $6.89 in cash, subjectto certain adjustments. Completion of the merger is conditioned upon, amongother things, completion of SEC review of the proxy statement/prospectus, thecompleted sale of either ViPS or Porex and the approval of the stockholders ofboth HLTH and WebMD. HLTH and WebMD currently expect to hold stockholdermeetings in September to seek necessary approvals.
Jefferies & Company, Inc. acted as exclusive financial advisor to HLTHCorporation in the sale of ViPS and has also been engaged to complete the saleprocess for Porex.
About HLTH
HLTH Corporation (Nasdaq: HLTH) owns 84% of WebMD Health Corp. (Nasdaq:WBMD). WebMD is the leading provider of health information services forconsumers, physicians, healthcare professionals, employers and health plansthrough its public and private online portals and health-focused publications.HLTH also owns Porex, a developer, manufacturer and distributor of proprietaryporous plastic products and components used in healthcare, industrial andconsumer applications.
This press release does not constitute an offer of any securities forsale. In connection with the proposed merger, HLTH and WebMD expect to file,with the SEC, a proxy statement/prospectus as part of a registration statementregarding the proposed transaction. Investors and security holders are urgedto read the proxy statement/prospectus because it will contain importantinformation about HLTH and WebMD and the proposed transaction. Investors andsecurity holders may obtain a free copy of the definitive proxystatement/prospectus and other documents when filed by HLTH and WebMD with theSEC at www.sec.gov or www.hlth.com or www.wbmd.com. Investors and securityholders are urged to read the proxy statement, prospectus and other relevantmaterial when they become available before making any voting or investmentdecisions with respect to the merger.
All statements contained in this press release, other than statements ofhistorical fact, are forward-looking statements, including those regarding:the closing of the sale transaction relating to ViPS (the "ViPS Sale"); themerger transaction between HLTH and WebMD (the "Merger Transaction"); and thepotential sale transaction with respect to Porex (the "Potential Porex Sale").These statements speak only as of the date of this press release, are based onHLTH's current plans and expectations, and involve risks and uncertaintiesthat could cause actual future events or results to be different than thosedescribed in or implied by such forward- looking statements. These risks anduncertainties include those relating to: changes in economic, political orregulatory conditions or other trends affecting the healthcare, Internet,information technology and plastics industries. Further information aboutthese matters can be found in ou
