Transaction Valuation(1) | Amount of Filing Fee(2) | ||
$1,225,000,000 | $131,075 | ||
(1) | Estimated solely for purposes of calculating the filing fee only, based on the purchase of 100,000,000 shares of common stock at the offer price of $12.25 per share. | |||
(2) | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, equals $107.00 per million of the value of the transaction. | |||
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
Amount Previously Paid: | $131,075 | Filing Party: Emdeon Corporation | ||
Form or Registration No.: | Schedule TO | Date Filed: October 20, 2006 | ||
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |||
Check the appropriate boxes to designate any transactions to which the statement relates: | ||||
o third-party tender offer subject to Rule 14d-1. | ||||
þ issuer tender offer subject to Rule 13e-4. | ||||
o going-private transaction subject to Rule 13e-3. | ||||
o amendment to Schedule 13D under Rule 13d-2. | ||||
Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
(a)(1)(J)
|
Letter to Participants in the Emdeon 401(k) Savings and Employee Stock Ownership Plan dated October 26, 2006. | |
(a)(1)(K)
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Letter to Participants in the Porex Corporation 401(k) Savings Plan dated October 26, 2006. | |
(a)(1)(L)
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Letter to Holders of Options to Purchase Emdeon Common Stock dated October 26, 2006. | |
(a)(1)(M)
|
Email communication to Employees. | |
(a)(1)(N)
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Notice to Directors and Executive Officers of Emdeon Corporation dated October 26, 2006, regarding Blackout Period with Respect to Trading of Emdeon Securities (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on October 26, 2006). |
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EMDEON CORPORATION | ||||||
By: | /s/ Lewis H. Leicher | |||||
Name: | Lewis H. Leicher | |||||
Title: | Senior Vice President |
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(a)(1)(A)**
|
Offer to Purchase dated October 20, 2006. | |
(a)(1)(B)**
|
Letter of Transmittal. | |
(a)(1)(C)**
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Notice of Guaranteed Delivery. | |
(a)(1)(D)**
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(E)**
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(F)**
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
(a)(1)(G)**
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Press Release dated October 20, 2006. | |
(a)(1)(H)**
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Summary Advertisement. | |
(a)(1)(I)**
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Letter to Stockholders dated October 20, 2006. | |
(a)(1)(J)*
|
Letter to Participants in the Emdeon 401(k) Savings and Employee Stock Ownership Plan dated October 26, 2006. | |
(a)(1)(K)*
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Letter to Participants in the Porex Corporation 401(k) Savings Plan dated October 26, 2006. | |
(a)(1)(L)*
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Letter to Holders of Option to Purchase Emdeon Common Stock dated October 26, 2006. | |
(a)(1)(M)*
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Email communication to Employees. | |
(a)(1)(N)
|
Notice to Directors and Executive Officers of Emdeon Corporation, dated October 26, 2006, regarding Blackout Period with Respect to Trading of Emdeon Securities (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on October 26, 2006) | |
(a)(5)(A)**
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Risk Factors. | |
(b)
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Not Applicable. | |
(d)(1)
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WebMD Corporation 2001 Employee Non-Qualified Stock Option Plan, as amended (incorporated by reference to Exhibit 10.46 to the Companys Form 10-K for the year ended December 31, 2001, as amended by Amendment No. 1 on Form 10-K/A). | |
(d)(2)
|
Healtheon Corporation 1996 Stock Plan and Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Companys Registration Statement on Form S-1 (No. 333-70553) filed February 10, 1999). | |
(d)(3)
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Emdeon Corporation 2000 Long-Term Incentive Plan (incorporated by reference to Annex E to the Proxy Statement/Prospectus, filed on August 14, 2006, and included in the Companys Registration Statement on Form S-4 (No. 333-39592)). | |
(d)(4)
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Envoy Stock Plan (incorporated by reference to Exhibit 99.1 to the Companys Registration Statement on Form S-8 (No. 333-42616) filed July 31, 2000). | |
(d)(5)
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WebMD Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.21 to the Companys Annual Report on Form 10-K for the year ended December 31, 2002). | |
(d)(6)
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2003 Non-Qualified Stock Option Plan for Employees of Advanced Business Fulfillment, Inc. (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2003). | |
(d)(7)
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Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K/A filed on November 9, 2005 (amending the Current Report on Form 8-K filed on August 30, 2005)). | |
(g)
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Not Applicable. | |
(h)
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Not Applicable. |
* | Filed herewith. | |
** | Previously filed with the Schedule TO on October 20, 2006. |
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