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ELMWOOD PARK, N.J., Nov. 18 /PRNewswire-FirstCall/ -- Emdeon Corporation
(Nasdaq: HLTH) announced today that it will commence a tender offer next week
to purchase up to 60,000,000 shares of its common stock at a price per share
of $8.20. The number of shares proposed to be purchased in the tender offer
represents approximately 17.4% of the Companys currently outstanding shares.
The Company will use its cash on hand for the purchase. The last reported
sales price per share of the Companys common stock on the Nasdaq National
Market on Thursday, November 17, 2005 was $8.37 per share.
The Companys directors and executive officers have advised the Company
that they do not intend to tender any of their shares in the tender offer.
The tender offer will remain open for at least 20 business days. Tenders
of shares must be made on or prior to the expiration of the tender offer and
may be withdrawn at any time on or prior to the expiration of the tender
offer.
The tender offer is subject to a number of terms and conditions described
in the offer to purchase that will be distributed to stockholders, including
that a minimum of 27,500,000 shares be properly tendered and not withdrawn in
the offer.
None of the Company, its Board of Directors, or the information agent will
make any recommendations to stockholders as to whether to tender or refrain
from tendering their shares into the tender offer. Stockholders must decide
how many shares they will tender, if any.
The offer to purchase, letter of transmittal and related documents will be
mailed to stockholders of record and also will also be made available for
distribution to beneficial owners of the Companys common stock.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF
EMDEON CORPORATION COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT
TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE
COMPANY WILL BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ
CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF,
AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A
FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE COMPANY WILL BE FILING WITH
THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSIONS WEBSITE AT
http://WWW.SEC.GOV OR BY CALLING THE INFORMATION AGENT FOR THE TENDER OFFER.
STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY
DECISION WITH RESPECT TO THE TENDER OFFER.
ABOUT EMDEON
Emdeon (Nasdaq: HLTH) is a leading provider of business, technology and
information solutions that transform both the financial and clinical aspects
of healthcare delivery. At the core of Emdeons vision is the commitment to
connect providers, payers, employers, physicians and consumers in order to
simplify business processes, to provide actionable knowledge at the right time
and place and to improve healthcare quality.
Emdeon Business Services provides revenue cycle management and clinical
communication solutions that enable payers, providers and patients to improve
healthcare business processes. Emdeon Practice Services provides physician
practice management and electronic health record software and services that
increase practice efficiency and enhance patient care. WebMD Health
(Nasdaq: WBMD) provides health information services for consumers, physicians,
healthcare professionals, employers and health plans through its public and
private online portals and health-focused publications. Porex is a developer,
manufacturer and distributor of proprietary porous plastic products and
components used in healthcare, industrial and consumer applications.
All statements contained in this press release, other than statements of
historical fact, are forward-looking statements, including those regarding:
guidance on our future financial results and other projections or measures of
our future performance; the amount and timing of the benefits expected from
strategic initiatives and acquisitions or from deployment of new or updated
technologies, products, services or applications; and other potential sources
of additional revenue. These statements are based on our current plans and
expectations and involve risks and uncertainties that could cause actual
future events or results to be different than those described in or implied by
such forward-looking statements. These risks and uncertainties include those
relating to: market acceptance of our products and services; operational
difficulties relating to combining acquired companies and businesses; our
ability to form and maintain mutually beneficial relationships with customers
and strategic partners; changes in economic, political or regulatory
conditions or other trends affecting the healthcare, Internet, information
technology and plastics industries, including matters relating to the Health
Insurance Portability and Accountability Act of 1996 (HIPAA); and our ability
to attract and retain qualified personnel. Further information about these
matters can be found in our Securities and Exchange Commission filings. We
expressly disclaim any intent or obligation to update these forward-looking
statements.
WebMD(R), WebMD Health(R), Emdeon(TM), Emdeon Business Services(TM),
Emdeon Practice Services(TM) and POREX(R) are trademarks of Emdeon Corporation
or its subsidiaries.
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