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

ing Principles, HLTH's historical financial statements will become the financial statements of the combined company after the merger, adjusted only for the revised capital structure. The HLTH corporate expenses assumed by the combined company will be significantly reduced following a short transition period after the merger is completed and Porex is divested.

Completion of the merger is subject to HLTH and WebMD receiving required shareholder approvals. HLTH has agreed to vote its shares of WebMD in favor of the merger. HLTH's ownership of the WebMD Class B Common Stock represents approximately 96% of the outstanding WebMD voting interest. The transaction is expected to close in the third or fourth quarter of 2009. The precise timing will depend on, among other things, when the Registration Statement to be filed with respect to the transaction is declared effective by the Securities and Exchange Commission.

The terms of the merger agreement were negotiated between HLTH and a Special Committee of the Board of Directors of WebMD consisting of independent directors not affiliated with HLTH. The merger agreement was approved by the Board of WebMD based on the recommendation of the Special Committee and by the Board of HLTH. Raymond James and Associates, Inc. served as financial advisor to HLTH, and Morgan Joseph & Co. Inc. served as financial advisor to the WebMD Special Committee. Shearman & Sterling LLP served as legal counsel to HLTH, and Cahill Gordon & Reindel LLP served as legal counsel to the Special Committee.

About HLTH Corporation

HLTH Corporation (Nasdaq: HLTH) owns approximately 83% of WebMD Health Corp. (Nasdaq: WBMD). WebMD is the leading provider of health information ser
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SOURCE HLTH Corporation; WebMD
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