UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 12, 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):
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Agreement to Acquire Marketing Technology Solutions Inc.
On September 12, 2008, WebMD Health Corp. (“WebMD”) and one of its wholly-owned subsidiaries
(the “WebMD Subsidiary”) entered into an Agreement and Plan of Merger (the “MTS Acquisition
Agreement”) with Marketing Technology Solutions Inc. (“MTS”). The MTS Acquisition Agreement
provides for the merger of the WebMD Subsidiary with and into MTS, with MTS continuing as the
surviving corporation and as a wholly owned subsidiary of WebMD. We refer to this transaction as
the “MTS Acquisition.” The MTS Acquisition, which is subject to customary closing conditions, is
expected to close within the next 30 days.
The MTS Acquisition Agreement provides for a purchase price of $50 million in cash to be paid
at closing (subject to adjustment based on net working capital at closing) plus up to an additional
$25 million in cash to be paid if certain performance thresholds are achieved by MTS relating to
calendar year 2009. The parties to the MTS Acquisition Agreement have agreed that $6.5 million of
the purchase price will be placed into escrow at closing as security for effecting indemnification
payments, if any, to WebMD under the MTS Acquisition Agreement.
A copy of WebMD’s press release relating to the MTS Acquisition Agreement is filed as Exhibit
99.1 to this Current Report and is incorporated by reference herein.
* * *
Amendment No. 2 to Merger Agreement between HLTH and WebMD
On September 12, 2008, HLTH Corporation and WebMD entered into Amendment No. 2 to the
Agreement and Plan of Merger that they had entered into on February 20, 2008 and previously amended
on May 6, 2008 by Amendment No. 1. Amendment No. 2 implements the following changes to the
existing Merger Agreement:
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in connection with WebMD’s entry into the MTS Acquisition Agreement, the definition
of “Available Cash” in the Merger Agreement was amended so that, for purposes of the
closing condition in the Merger Agreement relating to the amount of cash and
investments required to be held by the combined company immediately following the
merger, the required amount will be reduced by up to $50 million, to the extent used to
consummate the MTS Acquisition; and |
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the date after which the parties would each have the right the terminate the Merger
Agreement was extended from October 31, 2008 to December 31, 2008 in order to allow
additional time, if needed, to complete the process of seeking stockholder approval of
the Merger Agreement and the transactions contemplated thereby.. |
A copy of Amendment No. 2 is filed as Exhibit 2.1 to this Current Report and is incorporated herein
by reference.
Additional Information About the Proposed Merger of HLTH and WebMD and Where to Find It:
In connection with the proposed merger of HLTH and WebMD, HLTH and WebMD have filed, with the
SEC, a preliminary proxy statement/prospectus as part of a registration statement regarding the
proposed merger. Investors and security holders are urged to read the preliminary proxy
statement/prospectus because it contains important information about HLTH and WebMD and the
proposed transaction. Investors and security holders may obtain a free copy of the preliminary
proxy statement/prospectus at www.sec.gov or www.hlth.com or www.wbmd.com and may obtain a free
copy of the definitive proxy statement/prospectus at the same Web sites when it is filed.
Investors and security holders are urged to read the definitive proxy statement/prospectus and other relevant material before making any
voting or investment decisions with respect to the Merger.
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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 has been set forth or incorporated by reference in the
preliminary proxy statement/prospectus that HLTH and WebMD have filed with the SEC in connection
with the proposed transaction.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
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Description |
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2.1
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Amendment No. 2, dated as of September 12, 2008, to Agreement and
Plan of Merger, dated as of February 20, 2008, between HLTH Corporation and WebMD Health Corp. |
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99.1
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Press Release, dated
September 15, 2008, regarding agreement by
WebMD Health Corp. to acquire Marketing Technology Solutions Inc. |
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