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EXHIBIT 99.1
CONTACTS:
WEBMD: MEDICAL MANAGER/CAREINSITE: ONHEALTH NETWORK
Investor Relations: Investor Relations: Investor Relations:
Lew Belote Risa Fisher Bobbi Hoff
404/495-7602 201/703-3400 206/652-0308
[email protected] [email protected] [email protected]
Media:
Dawn Whaley
404/897-2300
[email protected]
WEBMD ANNOUNCES COMPLETION OF MEDICAL MANAGER, CAREINSITE, AND ONHEALTH
NETWORK TRANSACTIONS
Combined Company Name Changed from Healtheon/WebMD to WebMD
ATLANTA, ELMWOOD PARK, NJ AND SEATTLE (SEPTEMBER 12, 2000) - WebMD Corporation
(NASDAQ: HLTH) announced today the completion of its merger with Medical Manager
Corporation (NASDAQ: MMGR) and its publicly traded subsidiary, CareInsite, Inc.
(NASDAQ: CARI), under the financial terms announced June 19, 2000. WebMD also
announced the completion of its acquisition of OnHealth Network Company (NASDAQ:
ONHN), under the financial terms announced Feb. 16, 2000. The mergers follow the
approvals by the stockholders of WebMD, Medical Manager, CareInsite and OnHealth
Network. Effective today, the newly combined company has changed its name from
Healtheon/WebMD to WebMD Corporation. WebMD will continue to trade on the Nasdaq
National Market under the ticker symbol "HLTH."
As previously announced, Medical Manager stockholders will receive 2.5 shares of
WebMD common stock for each share of Medical Manager. CareInsite stockholders
will receive 1.3 shares of WebMD common stock for each share of CareInsite not
owned by Medical Manager. OnHealth stockholders will receive 0.189435 of a share
of WebMD common stock for each share of OnHealth stock. All transactions were
accounted for as purchase transactions.
WebMD issued approximately 140 million common shares in connection with the
transactions and assumed approximately 67 million options and warrants of the
merged companies.
"We are integrating the benefits of the Internet with traditional healthcare
assets from industry leaders, such as practice management systems from Medical
Manager and EDI transaction networks from ENVOY," said Jeffrey T. Arnold, co-CEO
of WebMD. "As a result of our completed mergers and ongoing partnerships, we can
provide health plans, hospitals, pharmaceutical and medical device companies
with an unparalleled ability to not only reach their customers, but to also
build enduring relationships with their members and physicians."
Building on its market leading position of servicing over 200,000 physicians and
conducting over two billion electronic healthcare transactions annually, the
Company expects to rapidly deploy an integrated services offering, combining its
administrative, financial and clinical services assets, in order to deliver
value to the nation's payers, providers and suppliers. The combined
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company is focused on streamlining operations to better enable it to identify
market opportunities, bring products to market faster and more effectively meet
customers' needs.
Martin J. Wygod, co-CEO of WebMD, said, "We've assembled market-leading assets
in key areas of the healthcare industry. We are focused now on leveraging these
assets along with our significant financial resources to achieve our mission -
that is, to connect and empower physicians, payers, patients and all
participants in healthcare to realize the benefits of a more efficient and
affordable healthcare system."
As previously announced on June 19, 2000, the companies formed an integration
and strategic planning committee. Marv Rich, President of WebMD, said, "The
integration committee is in the process of finalizing its examination of every
aspect of our businesses and intends to make its final recommendations to the
Board of Directors of the newly combined company before the end of September.
These recommendations, which when implemented are expected to result in
significant cost savings, will include rationalizing product lines, closing
duplicative facilities and consolidating operations. We expect we will begin
implementation of the integration initiatives immediately. We also expect that
there will be significant restructuring charges in connection with the
implementation."
NEW LEADERSHIP ROLES AND BOARD OF DIRECTORS APPOINTED
WebMD has announced new management roles in connection with the merger.
- Jeffrey T. Arnold, formerly Chief Executive Officer, has been
named Co-CEO of WebMD.
- Martin J. Wygod, formerly Chairman of Medical Manager and
CareInsite, has been named Co-CEO of WebMD as well.
- W. Michael Long will remain Chairman of WebMD.
- Marvin Rich, formerly CEO of CareInsite and President of
Medical Manager, has been named President of WebMD.
The combined company's board of directors will have equal representation between
Medical Manager/CareInsite and WebMD and one additional director designated by
Quintiles Transnational Corp. The 13 members of the board of directors are as
follows:
- Mark Adler, M.D., Chief Executive Officer and Medical
Director, Oncology Medical Center of San Diego
- Jeffrey T. Arnold, Co-Chief Executive Officer of WebMD
Corporation
- Jim Clark, Co-Founder, Healtheon; Co-Founder, Netscape; and
Founder, Silicon Graphics
- John Doerr, Partner, Kleiner Perkins Caufield & Byers
- Dennis Gillings, Ph.D., Chairman, Quintiles Transnational
Corp.
- Eric Gleacher, Chairman and CEO, Gleacher and Company, LLC
- W. Michael Long, Chairman of WebMD Corporation
- James V. Manning, Chairman of the Board of Group 1 Software
and former Chief Executive Officer of Synetic, Inc.
- Marvin Rich, President of WebMD Corporation
- Michael A. Singer, Chief Executive Officer of Medical Manager
Health Systems and Chief Executive Officer of Medical Manager
Research and Development
- Joseph E. Smith, former Corporate Vice President and Member of
Office of the Chairman of Warner-Lambert Company
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- Charles Stevens, VP Business Solutions Group, Microsoft
- Martin J. Wygod, Co-Chief Executive Officer of WebMD
Corporation
ABOUT HEALTHEON/WEBMD
Healtheon/WebMD (NASDAQ: HLTH) is the first end-to-end Internet healthcare
company connecting physicians and consumers to the entire healthcare industry.
Healtheon/WebMD is using the Internet to facilitate a new system for the
delivery of healthcare, resulting in a single, secure environment for all
communications and transactions that will enable a more efficient and cost
effective healthcare system. Healtheon/WebMD has its corporate headquarters in
Atlanta and its technology headquarters in Silicon Valley. For more information
visit http://www.webmd.com.
ABOUT MEDICAL MANAGER
Medical Manager Corporation operates three lines of business. Medical Manager
Health Systems is a leading provider of physician practice management systems.
Porex Corporation is a leader in the development, manufacturing and distribution
of porous and solid plastic products. CareInsite, Inc., a 67% owned publicly
traded subsidiary, provides innovative healthcare network and clinical
communications services.
ABOUT CAREINSITE
CareInsite, Inc. provides innovative healthcare network and clinical
communications services that leverage Internet technology to enable the
confidential exchange of clinical, administrative and financial information
among physicians and their patients, and affiliated health plans, providers and
suppliers. CareInsite's services are designed to improve the quality of patient
care and reduce the administrative and clinical costs of healthcare. CareInsite
is a 67% owned subsidiary of Medical Manager Corporation.
ABOUT ONHEALTH NETWORK COMPANY
Headquartered in Seattle, Washington, OnHealth Network Company (Nasdaq: ONHN) is
a leading Internet health information and services resource that offers
integrated solutions to effectively manage customers' health and well being.
OnHealth.com is the single most trafficked health site on the Web with 5.2
million unique users. Over 500 different sites drive traffic to OnHealth.com
through various strategic alliances including Ask Jeeves, Better Homes and
Gardens, Yahoo! and Microsoft's Hot Mail Web Courier.
Other than historical information set forth herein, this announcement contains
forward-looking statements that involve risks and uncertainties, including those
relating to the ability of WebMD, Medical Manager Corporation and CareInsite's
services to improve healthcare, decrease clinical and administrative costs and
inefficiencies and accelerate physician adoption. Actual results could be
materially different from those discussed in this announcement. Factors that
could cause actual results to differ include, among others: the companies'
limited operating history, continued growth in the use of the Internet, and
acceptance of the Internet as a secure medium over which to conduct
transactions. Additional risks associated with the companies' businesses can be
found in the registration statement pertaining to these transactions and the
companies' periodic filings with the Securities and Exchange Commission.
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