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 those 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 401(k) Savings and Employee Stock Ownership Plan or the Porex...

expiry = 2006-12-04...IT (a)(1)(A) Offer to Purchase for Cash by EMDEON CORPORATION of Up to 100,000,000 Shares of its Common Stock at a Purchase Price of $12.25 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 4, 2006 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Emdeon Corporation, a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 100,000,000 shares of its common stock, $0.0001 par value per share (the “common...

expiry = 2006-12-04...by EMDEON CORPORATION to Increase the Number of Shares Subject to the Tender Offer to 140,000,000 and Decrease the Purchase Price to $12.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 4, 2006, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). On October 20, 2006, Emdeon Corporation, a Delaware corporation (the “Company,” “we,” or “us”), distributed an offer to purchase (as amended prior to the date of this Supplement (as de...

listed = True...ther than conditions that are proximately caused by our action or failure to act), and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion before the Expiration Time. 8. Price Range of the Shares The shares are traded on the NASDAQ Global Select 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 NASDAQ based on published financial sources. High Low Year Ended December 31, 2004: First Quarter $ 10.23 $ 8.26 Second Quarter $ 9.65 $ 8.26 Third Quarter $ 9.28 $ 6.68 Fourth Quarter $ 8.33 $ 6.46 Ye...

listed = True...or the Porex 401(k) Savings Plan (“Participants”) whose shares are held by a trustee, who have already directed such trustee to tender their shares under the Original Offer to Purchase, and that do not wish to change that direction. The shares are listed and traded on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “HLTH.” On November 9, 2006, the last full trading day before the announcement that we would increase the number of shares subject to the Offer and decrease the purchase price in the Offer, the last reported sales price of the shares on NASDAQ was $11.39 per share. On November 13, 2006, the last reported sales price of...

mechanism = FIXED...(A)(1)(A) 2 g03692exv99wxayx1yxay.htm EX-99.(A)(1)(A) OFFER TO PURCHASE DATED 10-18-2006 EX-99.(A)(1)(A) OFFER TO PURCHASE DATED 10-18-2006 EXHIBIT (a)(1)(A) Offer to Purchase for Cash by EMDEON CORPORATION of Up to 100,000,000 Shares of its Common Stock at a Purchase Price of $12.25 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 4, 2006 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Emdeon Corporation, a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 100,000,000 shares of its common stock, $0.0001 par valu...

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 100,000,000 shares (or such grea...

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 12.25...-18-2006 EX-99.(A)(1)(A) OFFER TO PURCHASE DATED 10-18-2006 EXHIBIT (a)(1)(A) Offer to Purchase for Cash by EMDEON CORPORATION of Up to 100,000,000 Shares of its Common Stock at a Purchase Price of $12.25 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 4, 2006 UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). Emdeon Corporation, a Delaware corporatio...

threshold = 100...r outstanding shares), or if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. If more than 100,000,000 shares are tendered, we will purchase all shares tendered on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis, and conditional tenders whose condition was not met, which we will not purchase (except as described in Section 6). We also expressly reserve the right to purchase additional shares, up to 2% of our outstanding shares (approximately 5.6 million shares), without extending the Offer, and could...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 g03692exv99wxayx1yxay.htm EX-99.(A)(1)(A) OFFER TO PURCHASE DATED 10-18-2006 EX-99.(A)(1)(A) OFFER TO PURCHASE DATED 10-18-2006 EXHIBIT (a)(1)(A) Offer to Purchase for Cash by EMDEON CORPORATION of Up to 100,000,000 Shares of its Common Stock at a Purchase Price of $12.25 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER...

txn_type = TENDER_OFFEREX-99.(A)(1)(P) 2 g03692a3exv99wxayx1yxpy.htm EX-99.(A)(1)(P) SUPPLEMENT TO OFFER TO PURCHASE EX-99.(A)(1)(P) SUPPLEMENT TO OFFER TO PURCHASE Exhibit (a)(1)(P) Supplement to the Offer to Purchase for Cash Dated October 20, 2006 by EMDEON CORPORATION to Increase the Number of Shares Subject to the Tender Offer to 140,000,000 and Decrease the Purchase Price to $12.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL...