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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 CORPORATION 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.
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FOR IMMEDIATE RELEASE
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Contacts:
Healtheon/WebMD: OnHealth Network Company:
Investor Relations: Investor Relations/Media:
Lew Belote Bobbi Hoff
404/495-7602 206/652-0308
[email protected] [email protected]
Media:
Dawn Whaley
404/897-2300
[email protected]
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ONHEALTH NETWORK COMPANY SETS RECORD DATE AND STOCKHOLDER MEETING
DATE FOR APPROVAL OF ACQUISITION BY HEALTHEON/WEBMD
ATLANTA, GA, and SEATTLE, WA, August 4, 2000 - Healtheon/WebMd Corporation
(NASDAQ: HLTH) and OnHealth Network Company (NASDAQ:ONHN) today announced that
Healtheon/WebMD's Registration Statement on Form S-4, relating to the
acquisition of OnHealth, has been declared effective by the Securities and
Exchange Commission. The Registration Statement relates to the proposed
acquisition of OnHealth by Healtheon/WebMD and contains the proxy
statement/prospectus for the transaction.
OnHealth's Board of Directors has established August 4, 2000 as the record
date.
OnHealth will hold its annual meeting of stockholders on September 12, 2000 at
8:00 a.m. P.D.T., at The Rainier Club, Burke Room, 820 Fourth Avenue, Seattle,
Washington 98104 to vote on the proposed transaction. The transaction does not
require action by the stockholders of Healtheon/WebMD.
Subject to receipt of approval by OnHealth's stockholders, consummation of the
transaction is anticipated to occur shortly after OnHealth's stockholder
meeting.
ABOUT ONHEALTH NETWORK COMPANY
Headquartered in Seattle, Washington, OnHealth Network Company is a leading
Internet health information and services resource that empowers consumers with
integrated solutions to effectively manage their health and well being. In
association with leading medical institutions, OnHealth's seasoned health
journalists and medical contributors offer unbiased and trusted health resources
via reference guides, up-to-date news feeds, deep research, personalization and
interactive tools. Onhealth.com is the single most trafficked health site on the
Web according to the June 2000 Media Metrix report. The award-winning site was
recently named "Best Health & Medicine Web Site" by US News & World Report,
"Best Overall Health Content Site" by Gomez Advisors, and won three gold medals
including "The Best Consumer Healthcare Portal Site" at the November 1999
eHealthcare World Awards. Over 500 different sites drive traffic to onhealth.com
through various strategic alliances including AOL's Digital City, Inc., Ask
Jeeves, About.com, Better Homes and Gardens, Yahoo! and Microsoft's Hot Mail Web
Courier.
ABOUT HEALTHEON/WEBMD CORPORATION
Healtheon/WebMD 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.
For more information, visit www.webmd.com, www.onhealth.com.
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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 Healtheon/WebMD's and OnHealth'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 proxy statement/registration
statement on Form S-4 pertaining to the acquisition of OnHealth, as well as
Healtheon/WebMD's proxy statement/registration statement pertaining to its
pending acquisitions of Medical Manager Corporation and CareInsite, Inc. and
each of these companies' periodic filings with the Securities and Exchange
Commission.
This does not constitute an offer of securities. Investors are urged to read the
various filings of Healtheon/WebMD Corporation, and OnHealth, Inc. that have
been filed and will be filed with the Securities and Exchange Commission with
respect to the pending acquisition of OnHealth by Healtheon/WebMD, including the
proxy statement/registration statement that is required to be filed with respect
to the pending acquisition. The Securities and Exchange Commission filings are
available to the public at the Securities and Exchange Commission's web site at
http://www.sec.gov. Investors can also obtain free copies of the documents
relating to Healtheon/WebMD by contacting Healtheon/WebMD Investor Relations
department at Healtheon/WebMD Corporation, 400 The Lenox Building, 3399
Peachtree Road, NE, Atlanta, 30326, (404) 495-7600, http://www.webmd.com.
Investors can also obtain free copies of the documents relating to OnHealth by
contacting the OnHealth Investor Relations department at OnHealth Network
Company, 808 Howell Street, Suite 400, Seattle, Washington 98101, (206) 652-0308
http://www.onhealth.com
