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HLTH Corporation and WebMD Health Corp. Announce Agreement to Merge
Date:6/18/2009

H 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 1/2% 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 1/2% Convertible Notes and $265 million principal amount outstanding of the 1.75% Convertible Subordinated Notes. Based on the exchange ratio for the merger, the 3 1/2% Convertible Notes would have a conversion price of approximately $35.03 per share of WebMD common stock and the 1.75% Convertible Subordinated Notes would have a conversion price of approximately $34.63 per share of WebMD common stock.

HLTH and WebMD currently have in excess of $800 million in cash and investments in the aggregate and no long-term debt other than HLTH's Convertible Notes. The combined company will retain its net operating loss carryforwards which totaled approximately $800 million at December 31, 2008.

HLTH will be continuing its sales process for Porex with potential buyers and is aiming to conclude that process as quickly as possible. Porex is currently reflected as discontinued operations in HLTH's financial statements.

In accordance with Generally Accepted Account
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SOURCE HLTH Corporation; WebMD
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