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Filed by: Healtheon/WebMD Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: OnHealth Network Company
Commission File No: 000-22212
THIS COMMUNICATION IS FILED PURSUANT TO RULES 165 AND 425 PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. INVESTORS ARE URGED TO READ THE VARIOUS
FILINGS OF HEALTHEON/WEBMD COPORATION AND ONHEALTH NETWORK COMPANY WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE PROXY STATEMENT/REGISTRATION
STATEMENT THAT IS REQUIRED TO BE FILED WITH RESPECT TO THE TRANSACTION DESCRIBED
BELOW PRIOR TO THE VOTE OF THE SHAREHOLDERS OF ONHEALTH NETWORK COMPANY AND THE
ISSUANCE OF THE COMMON STOCK OF HEALTHEON/WEBMD COPORATION IN THE MERGER
ONHEALTH & HEALTHEON/WEBMD ANNOUNCEMENT
MEDIA CONFERENCE CALL TALKING POINTS
WEDNESDAY, FEBRUARY 16, AT 2:00 P.M.
* OPERATOR: Good Morning. I have a brief statement. Other than historical
information set forth herein, this announcement contains and this
conference call may contain forward-looking statements that involve
risks and uncertainties. Actual results could be materially different
from those discussed in this announcement. Factors that could cause
actual results to differ include, among others, the limited operating
history of the two companies, 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' business can be found in their recent registration
statements and other periodic filings with the SEC.
INTRO -- REGGIE BRADFORD
* Reggie: Thank you. I am Reggie Bradford, Chief Marketing Officer of
Healtheon/WebMD and I'd like to thank everyone for calling in. Also
joining us on the call this morning are:
- Jeff Arnold, CEO of Healtheon/WebMD
- Robert Goodman, president and CEO of OnHealth Network Company
* Jeff will go over the terms of the deal and we will then hear from
Robert. After that, I will discuss some of the benefits of this
acquisition. We will then open it up to Q&A for the balance of the
hour.
The moderator will help you with this process.
TERMS OF THE DEAL - JEFF ARNOLD
* Jeff: Thanks, Reggie. Let me begin by saying how extremely excited we
are on behalf of Healtheon/WebMD to announce the acquisition of
OnHealth Network.
* As most of you know, our companies have taken two different, yet
complementary, approaches to empowering consumers with critical
healthcare information. Our combined site, www.WebMD.com, will leverage
our two company's unique assets and solidifies our No. 1 position in
the health category. With this acquisition, WebMD.com will become the
most heavily trafficked health site for consumers and physicians. This
acquisition supports our growth and lets us continue to build out our
organization with the quality writers, researchers and medical staff
from OnHealth.
* Currently, only an estimated 10 percent of the 30 billion annual
healthcare transactions are electronic, representing a significant
opportunity for us to replace paper-based inefficiencies with
streamlined electronic communications.
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* The acquisition of OnHealth fits into our overall strategy to enable a
more efficient and effective healthcare delivery system. We made
additional progress executing against that strategy on Monday, with our
announcement to acquire Medical Manager and CareInsite. Taken
altogether, this week has seen Healtheon/WebMD take smart, aggressive
steps to execute on our vision of connecting and empowering consumers
and physicians to fundamentally improve healthcare - to make it more
affordable, convenient and accessible.
* On the financial front, under the terms of the agreement, holders of
OnHealth stock are to receive .189435 shares of Healtheon/WebMD Common
Stock for each share of OnHealth common stock.
* There was no cash involved in this transaction
* Closing of the transaction, which will be accounted for as a purchase
transaction, is expected in the second quarter this year, subject to
regulatory approval, including the effectiveness of a joint
registration/proxy statement on Form S-4 to be filed with the SEC, and
certain other customary conditions.
And with that, I would like to turn this over to Robert Goodman of OnHealth.
ROBERT GOODMAN REMARKS - IMPACT ON CONSUMERS
* Thank you, Jeff. We are very excited at OnHealth to be joining forces
with Healtheon/WebMD - one of the most respected and fastest-moving
companies in this large e-health market.
* OnHealth's consumer marketing and content sensibility is a natural fit
and perfect addition to Healtheon/WebMD's strong offering and creates
the clear winner in the ehealth category. Our expertise in consumer
publishing plus our proven appeal to women to will enhance WebMD's
consumer content offering and reach. We bring to this acquisition
strong programming and active communities focused on wellness, which
augments WebMD's content competencies in diseases and therapies. By
combining our content assets, we cover every conceivable topic in
healthcare, medicine and wellness.
* We are excited to put our assets into play to help Healtheon/WebMD
create a more efficient and effective healthcare delivery system. We
think there are multiple synergies across our companies and look
forward to integrating these two leaders.
And with that, I would like to turn this over to Reggie.
REGGIE BRADFORD REMARKS
* Thanks, Robert. I agree with Robert's perspective that the union of
OnHealth and WebMD will accelerate the impact we're making on the
industry - and give consumers even more valuable, trusted healthcare
information.
* The benefits of bringing these two complementary companies together can
be categorized in four primary areas.
1. First - This deal increases our consumer base which, in turn,
will help facilitate the adoption of new connectivity
services, like prescription refills and insurance claims
verification, by physician practices. With increasing numbers
of consumers relying on WebMD for information and services
covering all healthcare areas, we are well positioned to
attract more physicians to these new services. WebMD will act
as a
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catalyst for healthcare improvement - bringing patients and
their caregivers together in ways that enrich the relationship
for them both.
2. Secondly - This combination helps consumers with an enriched
experience. We traditionally have had a focus on disease and
treatment content at WebMD.com and OnHealth Network focuses on
wellness. As a result of our partnership, consumers will now
have a single resource available to provide all of their
healthcare information and services needs.
3. Thirdly - Our advertisers will now have the opportunity to
leverage the combined critical mass, vast resources and
strategic media assets of our combines to increase brand
awareness with integrated campaigns across multiple media
vehicles including broadcast, cable, print, online,
physician's office and in-store. Specifically, the combined
companies' advertisers can leverage Healtheon/WebMD's
strategic relationships with News Corporation, CNN, Reader's
Digest and others for integrated programming and
cross-promotion on a global scale.
4. And finally, OnHealth Network brings to WebMD.com added
resources and expertise in content, marketing and sales,
allowing us to scale as needed.
* All of Healtheon/WebMD's recent initiatives show our company is
executing what we've laid out in our business plan. We believe the true
enemy of healthcare is fragmentation, and we are trying to bring
together every step in the value chain from consumers to physicians to
payers to make healthcare better, more efficient and less costly for
everyone.
I would like to open the floor for Q&A at this time. Operator...
MEDIA Q&A SESSION - REGGIE
* At conclusion - We would like to thank everyone for their time.
(REGGIE)
END
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