HLTH Corporation (NASDAQ: HLTH) said Thursday that it will complete its merger with WebMD Health Corp. in an all-stock worth about $1.2 billion.
The companies had agreed to combine in a $2.31 billion cash and stock deal in February 2008, but canceled the deal in October due to financial market turmoil. The biggest impediment was HLTH’s debt, but the new deal ensures more efficiency and will add liquidity to WebMD’s stock shares.
HLTH now owns about 80 percent of WebMD, or 48.1 million shares. Under the deal, each HLTH share will convert into 0.4444 shares of WebMD Class A stock. The company estimated the WebMD shares are being valued at $1.2 billion to $1.3 billion. WebMD Class B shares will be retired. HLTH shareholders will own about 80 percent of the combined company, which will keep the WebMD name, according to Associated Press.
The deal is expected to close by the end of the year. Martin Wygod, the chairman of WebMD and acting CEO and chairman of HLTH, will be chairman of the new WebMD. WebMD CEO Wayne Gattinella will be president and CEO of the company.
Stifel Nicolaus analyst George Askew said the merger values HLTH shares at $12.54, a premium of almost 7 percent over Wednesday's closing price of $11.76.
In morning trading, stock shares of HLTH increased 92 cents, or 7.8 percent, to $12.68, and shares of WebMD added 94 cents, or 3.3 percent, to $29.15.
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