NEW YORK, June 24, 2009 (GLOBE NEWSWIRE) -- Tripp Levy PLLC announces an investigation into the proposed merger of HLTH Corp. (Nasdaq:HLTH) with and into WebMD Health Corp. (Nasdaq:WBMD). On June 18, 2009, HLTH and WBMD announced that they had entered into definitive merger agreement pursuant to which the WebMD Class B shares will be retired and each outstanding share of HLTH Common Stock will convert into 0.4444 shares of WebMD Class A Common Stock. 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. 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.
The investigation concerns whether the merger is inadequate and substantially below the fair or inherent value of WebMD. HLTH's ownership of the WebMD Class B Common Stock represents approximately 96% of the outstanding WebMD voting interest, and HLTH has board representation on WebMD. HLTH said that it has no intention of selling its equity stake in WebMD. The investigation further concerns whether the directors of WebMD, including any special committee members, may have breached their fiduciary duties by not acting in WebMD shareholders' best interests.
If you are a current holder of WebMD and would like additional information concerning this proposed transaction, including your rights please feel free to contact us at the information below.