EMDEON CORP

election_required = True...See Section 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. Notwithstanding the foregoing, you will not be entitled to the Odd Lots preference with respect to shares tendered under the Emdeon Corporation Performance Incentive Plan, the Emdeon Corporation...

expiry = 2005-12-21...ibit (a)(1)(A) Offer to Purchase for Cash by EMDEON CORPORATION of Up to 60,000,000 Shares of its Common Stock at a Purchase Price of $8.20 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 21, 2005, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Emdeon Corporation, a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 60,000,000 shares of its common stock, $0.0001 par value per share (the “common...

expiry = 2005-12-19...extended, the deadline for receipt of your Direction Form will be midnight, New York City time, two days prior to the expiration of the tender offer, as extended. Your tender offer withdrawal rights will expire at midnight, New York City time, on Monday, December 19, 2005, or such later deadline if the tender offer is extended. 2. The Plan is prohibited from selling shares to the Company for a price that is less than the prevailing market price. Accordingly, if the closing sale price of Company shares on Th...

listed = True...ill be deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Time. Any determination by us concerning the events described above will be final and binding on all parties. 8. Price Range of the Shares The shares are traded on the Nasdaq National Market under the symbol “HLTH.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the Nasdaq National Market based on published financial sources. High Low Year Ended December 31, 2003: First Quarter $ 10.28 $ 8.25 Second Quarter $ 12.00 $ 8.28 Third Quarter $ 12.49 $ 8.20 Fourth Quarter...

mechanism = FIXEDEX-99.A.1.A 2 y15063exv99waw1wa.htm OFFER TO PURCHASE exv99waw1wa Exhibit (a)(1)(A) Offer to Purchase for Cash by EMDEON CORPORATION of Up to 60,000,000 Shares of its Common Stock at a Purchase Price of $8.20 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 21, 2005, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Emdeon Corporation, a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 60,000,000 shares of its common stock, $0.0001...

mechanism = FIXED...he tender offer, representing approximately two percent of the number of shares of common stock currently outstanding, the maximum increase permitted without extending the tender offer. Accordingly, Emdeon expects to accept for purchase 66,900,000 shares at a purchase price of $8.20 per share, for a total cost of approximately $548.6 million. Since the offer was oversubscribed, the number of shares Emdeon will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count, Emdeon estimates that the pro-ration factor will be approximately 73.85%. The number of shares tendered and not withdrawn and...

mechanism = FIXED...December 21, 2005. As previously announced, Emdeon exercised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 66,900,000 shares, including all “odd lots” properly tendered, at a purchase price of $8.20 per share, for a total cost of approximately $548.6 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 90,165,663 shares of common stock were properly tendered and not withdrawn or tendered conditionally. Emdeon has been informed by the Depositary that, after giving effect to the...

must_tender_all = True...s (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares and do not properly withdraw them before the Expiration Time; • second, from all other stockholders who properly tender shares, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); and • third, only if necessary to permit us to purchase 60,000,000 shares (or such great...

must_tender_all = True...d) and not properly withdrawn prior to the Expiration Date, will, to the extent feasible, be selected for purchase by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. All shares not purchased pursuant to the tender offer, including shares not purchased because of proration, or because they were conditionally tendered and not accepted for purchase, will be returned to the tendering shareholder promptly following the Expiration Date. TERMS AND CONDITIONS FOR TENDERING SHARES HELD IN THE PLAN The remain...

no_priority = True...r suitable substitute forms), may be subject to required U.S. federal backup withholding tax of 28% of the gross proceeds paid to the stockholder or other payee pursuant to the Offer. See Section 3. 6. Conditional Tender of Shares Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. The conditional tender alternative is made available for stockholders seeking to take steps to...

price = USD 8.2....A.1.A 2 y15063exv99waw1wa.htm OFFER TO PURCHASE exv99waw1wa Exhibit (a)(1)(A) Offer to Purchase for Cash by EMDEON CORPORATION of Up to 60,000,000 Shares of its Common Stock at a Purchase Price of $8.20 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 21, 2005, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Emdeon Corporation, a Delaware...

price = USD 8.2...of common stock currently outstanding, the maximum increase permitted without extending the tender offer. Accordingly, Emdeon expects to accept for purchase 66,900,000 shares at a purchase price of $8.20 per share, for a total cost of approximately $548.6 million. Since the offer was oversubscribed, the number of shares Emdeon will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count, Emdeo...

price = USD 8.2...ase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 66,900,000 shares, including all “odd lots” properly tendered, at a purchase price of $8.20 per share, for a total cost of approximately $548.6 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 90,165,663 shares of common stock were properly tendered...

threshold = 100...pon the purchase of a specified number of shares, it is possible that none of those shares will be purchased. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices and not properly withdrawn by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pr...

threshold = 100...d and not properly withdrawn prior to the expiration date of the tender offer, the Company will purchase shares on the following basis: 1. first all shares validly tendered by or on behalf of any stockholder who owns of record or beneficially, an aggregate of fewer than 100 shares (“odd lots”) and who validly tenders all of such shares and does not withdraw them before the Expiration Date (except for certain stockholders who are not provided this odd lot preference as described in the Offer to Purchase, including Plan participants tendering Plan shares); 2. second, after purchase of all the shares properly tendered by odd l...

txn_type = TENDER_OFFEREX-99.A.1.A 2 y15063exv99waw1wa.htm OFFER TO PURCHASE exv99waw1wa Exhibit (a)(1)(A) Offer to Purchase for Cash by EMDEON CORPORATION of Up to 60,000,000 Shares of its Common Stock at a Purchase Price of $8.20 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 21, 2005, UNLESS THE OFFER IS EXTENDED (THE “EXPIR...

txn_type = TENDER_OFFEREX-99.A.1.K 3 y15063a1exv99waw1wk.htm LETTER TO PARTICIPANTS IN THE EMDEON CORPORATION PERFORMANCE INCENTIVE PLAN EXHIBIT 99.A.1.K Exhibit (a)(1)(K) WACHOVIA BANK, N.A. LETTER TO THE PARTICIPANTS IN THE EMDEON CORPORATION PERFORMANCE INCENTIVE PLAN OFFER TO PURCHASE COMMON STOCK OF EMDEON CORPORATION November 25, 2005 To the Participants in the Emdeon Corporation Performance Incentive Plan (the “Plan”): GENERAL Emdeon Corporation (the “Company”) recently announced its offer to purchase up to 60,000,000 shares of its common stock, $0.0001 par value per share, at a price of $8.20 per share, without in...

txn_type = TENDER_OFFER...201-414-2002 212-624-3912 rfisher@emdeon.com jnewman@emdeon.com EMDEON CORPORATION ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER ELMWOOD PARK, NJ (December 22, 2005) — Emdeon Corporation (Nasdaq: HLTH) announced today the preliminary results of its tender offer to purchase up to 60,000,000 shares of its common stock at a price of $8.20 per share, which expired at 12:00 midnight, New York City time, on December 21, 2005. Based on the preliminary count by American Stock Transfer & Trust Company, the depositary for the tender offer, 90,588,506 shares of common stock, including 9,482,107 shares that were tende...

txn_type = TENDER_OFFER...eyer Newman 201-414-2002 212-624-3912 rfisher@emdeon.com jnewman@emdeon.com EMDEON CORPORATION ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER ELMWOOD PARK, NJ (December 28, 2005) — Emdeon Corporation (Nasdaq: HLTH) announced today the final results of its tender offer to purchase up to 60,000,000 shares of its common stock at a price of $8.20 per share, which expired at 12:00 midnight, New York City time, on December 21, 2005. As previously announced, Emdeon exercised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 66,900,000 shares...

accepted = 66900000...dnight, New York City time, on December 21, 2005. As previously announced, Emdeon exercised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 66,900,000 shares, including all “odd lots” properly tendered, at a purchase price of $8.20 per share, for a total cost of approximately $548.6 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 90,165,663 shares of common stock...

expired_on = 2005-12-21...cember 28, 2005) — Emdeon Corporation (Nasdaq: HLTH) announced today the final results of its tender offer to purchase up to 60,000,000 shares of its common stock at a price of $8.20 per share, which expired at 12:00 midnight, New York City time, on December 21, 2005. As previously announced, Emdeon exercised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 66,900,000 shares, including all “odd lots” properly tendered, at a purchase price of $8.20 per share, for...

final_price = 8.2...rcised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 66,900,000 shares, including all “odd lots” properly tendered, at a purchase price of $8.20 per share, for a total cost of approximately $548.6 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 90,165,663 shares of common stock were properly tendered and not withdrawn or tendered conditionally. Emdeon has been...

proration_pct = 74.105...663 shares of common stock were properly tendered and not withdrawn or tendered conditionally. Emdeon has been informed by the Depositary that, after giving effect to the priority for “odd lots,” the final proration factor is approximately 74.105%. The Depositary will promptly issue payment for the shares validly tendered and accepted for purchase and will return all other shares tendered and not accepted for purchase. Innisfree M&A Incorporated acted as Information Agent for the tender offer. About Emdeon Emdeon is a lea...

tendered = 66900000...time, on December 21, 2005. As previously announced, Emdeon exercised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 66,900,000 shares, including all “odd lots” properly tendered, at a purchase price of $8.20 per share, for a total cost of approximately $548.6 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 90,165,663 shares of common stock were properly tendered and not withdrawn or...