HLTH 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 Guaranteed 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 HLTH 401(k) Savings and Employee Stock Ownership Plan, the Porex 401...

expiry = 2008-11-25...XHIBIT (a)(1)(A) Offer to Purchase for Cash by HLTH CORPORATION of Up to 80,000,000 Shares of its Common Stock at a Purchase Price of $8.80 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 25, 2008, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). HLTH Corporation, a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 80,000,000 shares of its common stock, $0.0001 par value per share (the “common s...

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, 2006: First Quarter $ 11.18 $ 8.32 Second Quarter $ 12.44 $ 10.41 Third Quarter $ 12.60 $ 11.45 Fourth Quarter $ 12.78 $ 11...

mechanism = FIXEDEX-99.(A)(1)(A) 2 g16214exv99wxayx1yxay.htm EX-99.(A)(1)(A) EX-99.(A)(1)(A) Table of Contents EXHIBIT (a)(1)(A) Offer to Purchase for Cash by HLTH CORPORATION of Up to 80,000,000 Shares of its Common Stock at a Purchase Price of $8.80 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 25, 2008, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). HLTH Corporation, a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 80,000,000 shares of its common stock, $0.0001 par valu...

mechanism = FIXED...res of common stock currently outstanding, the maximum increase permitted without amending or extending the tender offer. Accordingly, HLTH expects to accept for purchase a total of 83,699,922 shares that were properly tendered and not properly withdrawn at a purchase price of $8.80 per share, for a total cost of approximately $736.6 million. Since the offer was oversubscribed, the number of shares HLTH will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count, HLTH estimates that the pro-ration factor will be approximately 97.16%. The number of shares tendered and not withdrawn and the...

mechanism = FIXED...on November 25, 2008. As previously announced, HLTH exercised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 83,699,922 shares, including all “odd lots” properly tendered, at a purchase price of $8.80 per share, for a total cost of approximately $736.6 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 85,821,641 shares of common stock were properly tendered and not withdrawn or tendered conditionally. HLTH has been informed by the Depositary that, after giving effect to the p...

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 80,000,000 shares (or such great...

no_priority = True...r. A Non-U.S. Holder that submits a properly completed IRS Form W-8BEN may still be subject to the regular withholding tax on the gross proceeds payable to such holder. See Section 3 and Section 14. 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 8.8...ayx1yxay.htm EX-99.(A)(1)(A) EX-99.(A)(1)(A) Table of Contents EXHIBIT (a)(1)(A) Offer to Purchase for Cash by HLTH CORPORATION of Up to 80,000,000 Shares of its Common Stock at a Purchase Price of $8.80 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 25, 2008, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). HLTH Corporation, a Delaware corporati...

price = USD 8.8...t amending or extending the tender offer. Accordingly, HLTH expects to accept for purchase a total of 83,699,922 shares that were properly tendered and not properly withdrawn at a purchase price of $8.80 per share, for a total cost of approximately $736.6 million. Since the offer was oversubscribed, the number of shares HLTH will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count, HLTH es...

price = USD 8.8...ase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 83,699,922 shares, including all “odd lots” properly tendered, at a purchase price of $8.80 per share, for a total cost of approximately $736.6 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 85,821,641 shares of common stock were properly tendered...

threshold = 100...hares are properly tendered, all shares that are properly tendered and not properly withdrawn, subject to the minimum condition described below. If more than 80,000,000 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 3.7 million shares), without extending the Offer, and could...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 g16214exv99wxayx1yxay.htm EX-99.(A)(1)(A) EX-99.(A)(1)(A) Table of Contents EXHIBIT (a)(1)(A) Offer to Purchase for Cash by HLTH CORPORATION of Up to 80,000,000 Shares of its Common Stock at a Purchase Price of $8.80 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 25, 2008, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION TIME”). HLTH Corporation, a Delaware corporation (t...

txn_type = TENDER_OFFER...Newman rfisher@hlth.com jnewman@hlth.com 201-414-2002 212-624-3912 HLTH CORPORATION ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER ELMWOOD PARK, NJ (November 26, 2008) — HLTH Corporation (Nasdaq: HLTH) announced today the preliminary results of its tender offer to purchase up to 80,000,000 shares of its common stock at a price of $8.80 per share, which expired at 5:00 p.m., New York City time on November 25, 2008. Based on the preliminary count by American Stock Transfer & Trust Company, the Depositary for the tender offer, 86,145,082 shares of common stock (including approximately 25 million shares that w...

txn_type = TENDER_OFFER...sher Jennifer Newman rfisher@hlth.com jnewman@hlth.com 201-414-2002 212-624-3912 HLTH CORPORATION ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER ELMWOOD PARK, NJ (December 3, 2008) — HLTH Corporation (Nasdaq: HLTH) announced today the final results of its tender offer to purchase up to 80,000,000 shares of its common stock at a price of $8.80 per share, which expired at 5:00 p.m., New York City time on November 25, 2008. As previously announced, HLTH exercised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 83,699,922 shares, includ...

accepted = 83699922...5:00 p.m., New York City time on November 25, 2008. As previously announced, HLTH exercised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 83,699,922 shares, including all “odd lots” properly tendered, at a purchase price of $8.80 per share, for a total cost of approximately $736.6 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 85,821,641 shares of common stock...

expired_on = 2008-11-25...(December 3, 2008) — HLTH Corporation (Nasdaq: HLTH) announced today the final results of its tender offer to purchase up to 80,000,000 shares of its common stock at a price of $8.80 per share, which expired at 5:00 p.m., New York City time on November 25, 2008. As previously announced, HLTH exercised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 83,699,922 shares, including all “odd lots” properly tendered, at a purchase price of $8.80 per share, for a...

final_price = 8.8...rcised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 83,699,922 shares, including all “odd lots” properly tendered, at a purchase price of $8.80 per share, for a total cost of approximately $736.6 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 85,821,641 shares of common stock were properly tendered and not withdrawn or tendered conditionally. HLTH has been i...

proration_pct = 97.513...1,641 shares of common stock were properly tendered and not withdrawn or tendered conditionally. HLTH has been informed by the Depositary that, after giving effect to the priority for “odd lots,” the final proration factor is approximately 97.513%. 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. Citi acted as Dealer Manager for the tender offer. Innisfree M&A Incorporated acted as Information Agent...

tendered = 83699922...ty time on November 25, 2008. As previously announced, HLTH exercised its right to purchase an additional 2% of its outstanding shares without extending the tender offer and has accepted for purchase 83,699,922 shares, including all “odd lots” properly tendered, at a purchase price of $8.80 per share, for a total cost of approximately $736.6 million. Based on the final tabulation by American Stock Transfer & Trust Company, the Depositary for the tender offer, 85,821,641 shares of common stock were properly tendered and not withdrawn or...