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Saturday, November 21, 
10:16 am

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Shearman replaces O'Melveny for HLTH

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EXECUTIVE SUMMARY
  • HLTH Corp. works with a new law firm in reviving its agreement to acquire WebMD.
  • This time HLTH is using Creighton Condon and Robert Katz at Shearman & Sterling LLP.
  • Earlier, the company tapped Spencer Klein of O'Melveny & Myers LLP in New York.

HLTH Corp. switched law firms in reviving its agreement to acquire WebMD Health Corp., of which it already owns 83%. The companies, which announced their resurrected deal on June 18, had signed a merger agreement back in February 2008, but they terminated that deal in October.

This time HLTH is using Creighton Condon and Robert Katz at Shearman & Sterling LLP. On the last go-round, the company tapped Spencer Klein of O'Melveny & Myers LLP in New York. Klein got to know WebMD when he was at Shearman, which represented WebMD on its 2005 initial public offering. Klein moved from Shearman to McDermott Will & Emery LLP in 2002 and to O'Melveny three years later.

HLTH's WebMD stake is its primary asset. HLTH used Riley Sweat and Burk Lindsey at Raymond James & Associates Inc. for financial advice on both agreements with WebMD. Sweat advised WebMD on its 2003 purchase of the medical claims business of Medifax-EDI Inc. from Bahrain-based Crescent Capital Investments Inc. -- now Arcapita Inc. -- for $280 million.

WebMD's special committee kept the advisers it used when it struck the deal with HLTH last year: William Hartnett, Stephen Green and Jeff Bell at Cahill Gordon & Reindel LLP in New York and Frederick Joseph and Marc Cabrera at Morgan Joseph & Co.

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