This morning, HLTH and WebMD announced an agreement to merge in a tax-free, all-stock deal, with the surviving company being the more well known WebMD brand. WebMD is known for its trough of online health information.
At the beginning of 2008, the companies had agreed to a cash and stock merger, only to see the deal fall apart in the fall because because of the economic slowdown.
HLTH will get an aggregate ownership interest in the merged company that will roughly equal its current 80% interest in WebMD.The deal will also knock out WebMD's dual-class stock structure, retiring WebMD's Class B shares -- of which HLTH owns 48.1 million shares. All outstanding shares of HLTH stock will convert into 0.4444 shares of WebMD's Class A stock. HLTH has 102.8 million shares of stock outstanding. "Completion of this merger will significantly increase the liquidity of WebMD shares," Martin Wygod, acting CEO and Chairman of HLTH and Chairman of WebMD, said. "With a strong balance sheet and a simplified corporate structure, WebMD will be well positioned to deliver strong growth in the years ahead."
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