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WBMD » Topics » Acquisitions and Dispositions

This excerpt taken from the WBMD 8-K filed Jul 2, 2009.
Acquisitions and Dispositions
 
Investment.  On November 19, 2008, we acquired Series D preferred stock in a privately held company. The total investment was approximately $6,471, which includes approximately $470 of acquisition costs.
 
Acquisitions.  During 2006, we acquired four companies, Subimo, LLC (which we refer to as Subimo), Medsite, Inc. (which we refer to as Medsite), Summex Corporation (which we refer to as Summex) and eMedicine.com, Inc. (which we refer to as eMedicine), which we refer to together as the 2006 Acquisitions.
 
  •  On December 15, 2006, we acquired Subimo, a privately held provider of healthcare decision-support applications to large employers, health plans and financial institutions, from Subimo’s security holders (referred to below as the Subimo Sellers). The initial purchase consideration for Subimo was valued at approximately $59,320, comprised of $32,820 in cash, net of cash acquired, $26,000 of WebMD Class A Common Stock and $500 of acquisition costs. Pursuant to the terms of the purchase agreement for Subimo, as amended (referred to below as the Subimo Purchase Agreement), we deferred the issuance of the 640,930 shares of WebMD Class A Common Stock included in the purchase consideration (which we refer to as the Deferred Shares) to December 3, 2008. The Deferred Shares were repurchased from the Subimo Sellers immediately following their issuance at a purchase price of $20.00 per share, the closing market price of WebMD Class A Common Stock on The Nasdaq Global Select Market on December 3, 2008. Since the Deferred Shares had a market value that was less than $24.34 per share when issued, WebMD was required, under the Subimo Purchase Agreement, to pay additional cash consideration to the Subimo Sellers at the time of the issuance of the Deferred Shares in an amount equal to the aggregate shortfall which was $2,782. The results of operations of Subimo have been included in our financial statements from December 15, 2006, the closing date of the acquisition.
 
  •  On September 11, 2006, we acquired the interactive medical education, promotion and physician recruitment businesses of Medsite. Medsite provides e-detailing promotion and physician recruitment services for pharmaceutical, medical device and healthcare companies, including program development, targeted recruitment and online distribution and delivery. In addition, Medsite provides educational programs to physicians. The total purchase consideration for Medsite was approximately $31,467, comprised of $30,682 in cash, net of cash acquired, and $785 of acquisition costs. The results of operations of Medsite have been included in our financial statements from September 11, 2006, the closing date of the acquisition.
 
  •  On June 13, 2006, we acquired Summex, a provider of health and wellness programs that include online and offline health risk assessments, lifestyle education and personalized telephonic health coaching. The Summex programs complement the online health and benefits platform that we provide to employers and health plans. Summex’s team of professional health coaches work one-on-one with employees and plan members to modify behaviors that may lead to illness and high medical costs. The total purchase consideration for Summex was approximately $30,043, comprised of $29,543 in cash,


5

 

  net of the cash acquired, and $500 of acquisition costs. The results of operations of Summex have been included in our financial statements from June 13, 2006, the closing date of the acquisition.
 
  •  On January 17, 2006, we acquired eMedicine, a privately held online publisher of medical reference information for physicians and other healthcare professionals. The total purchase consideration for eMedicine was approximately $25,195, comprised of $24,495 in cash, net of cash acquired, and $700 of acquisition costs. The results of operations of eMedicine have been included in our financial statements from January 17, 2006, the closing date of the acquisition.
 
Sale of ACP Medicine and ACS Surgery.  As of December 31, 2007, we entered into an Asset Sale Agreement and completed the sale of certain assets and certain liabilities of our medical reference publications business, including the publications ACP Medicine and ACS Surgery: Principles and Practice. The assets and liabilities sold are referred to below as the ACS/ACP Business. ACP Medicine and ACS Surgery are official publications of the American College of Physicians and the American College of Surgeons, respectively. We will receive net cash proceeds of $2,575, consisting of $1,925 received during 2008 and the remaining $650 to be received during 2009. We incurred approximately $750 of professional fees and other expenses associated with the sale of the ACS/ACP Business. In connection with the sale, we recognized a (loss) gain of ($135) and $3,571, net of tax during the years ended December 31, 2008 and 2007, respectively. The decision to divest the ACS/ACP Business was made because management determined that it was not a good fit with our core business.
 
Proposed Divestiture of the Little Blue Book Print Directory Business.  In March 2009, our Board of Directors decided to divest LBB as it is not strategic to our overall business. As a result of our intention to divest LBB and our expectation that this divesture will be completed within one year, we reflected LBB as discontinued operations within the consolidated financial statements contained in Exhibit 99.3. The revenue and operating results of LBB had previously been reflected within an operating segment titled Publishing and Other Services. As a result of the decision to divest LBB, we eliminated the separate segment presentation for Publishing and Other Services and began reporting revenue into the following two categories: public portals revenue and private portals revenue.
 
These excerpts taken from the WBMD 10-K filed Feb 27, 2009.
Acquisitions and Dispositions
 
Investment.  On November 19, 2008, we acquired Series D preferred stock in a privately held company. The total investment was approximately $6,471, which includes approximately $470 of acquisition costs.
 
Acquisitions.  During 2006, we acquired four companies, Subimo, LLC (which we refer to as Subimo), Medsite, Inc. (which we refer to as Medsite), Summex Corporation (which we refer to as Summex) and eMedicine.com, Inc. (which we refer to as eMedicine), which we refer to together as the 2006 Acquisitions.
 
  •  On December 15, 2006, we acquired Subimo, a privately held provider of healthcare decision-support applications to large employers, health plans and financial institutions, from Subimo’s security holders (referred to below as the Subimo Sellers). The initial purchase consideration for Subimo was valued at approximately $59,320, comprised of $32,820 in cash, net of cash acquired, $26,000 of WebMD Class A Common Stock and $500 of acquisition costs. Pursuant to the terms of the purchase agreement for Subimo, as amended (referred to below as the Subimo Purchase Agreement), we deferred the issuance of the 640,930 shares of WebMD Class A Common Stock included in the purchase consideration (which we refer to as the Deferred Shares) to December 3, 2008. The Deferred Shares were repurchased from the Subimo Sellers immediately following their issuance at a purchase price of $20.00 per share, the closing market price of WebMD Class A Common Stock on The Nasdaq Global Select Market on December 3, 2008. Since the Deferred Shares had a market value that was less than $24.34 per share when issued, WebMD was required, under the Subimo Purchase Agreement, to pay additional cash consideration to the Subimo Sellers at the time of the issuance of the Deferred Shares in an amount equal to the aggregate shortfall which was $2,782. The results of operations of Subimo have been included in our financial statements from December 15, 2006, the closing date of the acquisition, and are included in the Online Services segment.
 
  •  On September 11, 2006, we acquired the interactive medical education, promotion and physician recruitment businesses of Medsite. Medsite provides e-detailing promotion and physician recruitment services for pharmaceutical, medical device and healthcare companies, including program development, targeted recruitment and online distribution and delivery. In addition, Medsite provides educational programs to physicians. The total purchase consideration for Medsite was approximately $31,467, comprised of $30,682 in cash, net of cash acquired, and $785 of acquisition costs. The results of operations of Medsite have been included in our financial statements from September 11, 2006, the closing date of the acquisition, and are included in the Online Services segment.
 
  •  On June 13, 2006, we acquired Summex, a provider of health and wellness programs that include online and offline health risk assessments, lifestyle education and personalized telephonic health coaching. The Summex programs complement the online health and benefits platform that we provide to employers and health plans. Summex’s team of professional health coaches work one-on-one with employees and plan members to modify behaviors that may lead to illness and high medical costs. The total purchase consideration for Summex was approximately $30,043, comprised of $29,543 in cash, net of the cash acquired, and $500 of acquisition costs. The results of operations of Summex have been included in our financial statements from June 13, 2006, the closing date of the acquisition, and are included in the Online Services segment.
 
  •  On January 17, 2006, we acquired eMedicine, a privately held online publisher of medical reference information for physicians and other healthcare professionals. The total purchase consideration for eMedicine was approximately $25,195, comprised of $24,495 in cash, net of cash acquired, and $700 of acquisition costs. The results of operations of eMedicine have been included in our financial statements from January 17, 2006, the closing date of the acquisition, and are included in the Online Services segment.


53

Table of Contents

 
Sale of ACP Medicine and ACS Surgery.  As of December 31, 2007, we entered into an Asset Sale Agreement and completed the sale of certain assets and certain liabilities of our medical reference publications business, including the publications ACP Medicine and ACS Surgery: Principles and Practice. The assets and liabilities sold are referred to below as the ACS/ACP Business. ACP Medicine and ACS Surgery are official publications of the American College of Physicians and the American College of Surgeons, respectively. We will receive net cash proceeds of $2,575, consisting of $1,925 received during 2008 and the remaining $650 to be received during 2009. We incurred approximately $750 of professional fees and other expenses associated with the sale of the ACS/ACP Business. In connection with the sale, we recognized a (loss) gain of ($135) and $3,571, net of tax during the years ended December 31, 2008 and 2007, respectively. The decision to divest the ACS/ACP Business was made because management determined that it was not a good fit with our core business.
 
Acquisitions
and Dispositions


 



Investment.  On November 19, 2008,
we acquired Series D preferred stock in a privately held
company. The total investment was approximately $6,471, which
includes approximately $470 of acquisition costs.


 



Acquisitions.  During 2006, we acquired
four companies, Subimo, LLC (which we refer to as Subimo),
Medsite, Inc. (which we refer to as Medsite), Summex Corporation
(which we refer to as Summex) and eMedicine.com, Inc. (which we
refer to as eMedicine), which we refer to together as the 2006
Acquisitions.


 














































  • 
On December 15, 2006, we acquired Subimo, a privately held
provider of healthcare decision-support applications to large
employers, health plans and financial institutions, from
Subimo’s security holders (referred to below as the Subimo
Sellers). The initial purchase consideration for Subimo was
valued at approximately $59,320, comprised of $32,820 in cash,
net of cash acquired, $26,000 of WebMD Class A Common Stock
and $500 of acquisition costs. Pursuant to the terms of the
purchase agreement for Subimo, as amended (referred to below as
the Subimo Purchase Agreement), we deferred the issuance of the
640,930 shares of WebMD Class A Common Stock included
in the purchase consideration (which we refer to as the Deferred
Shares) to December 3, 2008. The Deferred Shares were
repurchased from the Subimo Sellers immediately following their
issuance at a purchase price of $20.00 per share, the closing
market price of WebMD Class A Common Stock on The Nasdaq
Global Select Market on December 3, 2008. Since the
Deferred Shares had a market value that was less than $24.34 per
share when issued, WebMD was required, under the Subimo Purchase
Agreement, to pay additional cash consideration to the Subimo
Sellers at the time of the issuance of the Deferred Shares in an
amount equal to the aggregate shortfall which was $2,782. The
results of operations of Subimo have been included in our
financial statements from December 15, 2006, the closing
date of the acquisition, and are included in the Online Services
segment.
 
  • 
On September 11, 2006, we acquired the interactive medical
education, promotion and physician recruitment businesses of
Medsite. Medsite provides
e-detailing
promotion and physician recruitment services for pharmaceutical,
medical device and healthcare companies, including program
development, targeted recruitment and online distribution and
delivery. In addition, Medsite provides educational programs to
physicians. The total purchase consideration for Medsite was
approximately $31,467, comprised of $30,682 in cash, net of cash
acquired, and $785 of acquisition costs. The results of
operations of Medsite have been included in our financial
statements from September 11, 2006, the closing date of the
acquisition, and are included in the Online Services segment.
 
  • 
On June 13, 2006, we acquired Summex, a provider of health
and wellness programs that include online and offline health
risk assessments, lifestyle education and personalized
telephonic health coaching. The Summex programs complement the
online health and benefits platform that we provide to employers
and health plans. Summex’s team of professional health
coaches work
one-on-one
with employees and plan members to modify behaviors that may
lead to illness and high medical costs. The total purchase
consideration for Summex was approximately $30,043, comprised of
$29,543 in cash, net of the cash acquired, and $500 of
acquisition costs. The results of operations of Summex have been
included in our financial statements from June 13, 2006,
the closing date of the acquisition, and are included in the
Online Services segment.
 
  • 
On January 17, 2006, we acquired eMedicine, a privately
held online publisher of medical reference information for
physicians and other healthcare professionals. The total
purchase consideration for eMedicine was approximately $25,195,
comprised of $24,495 in cash, net of cash acquired, and $700 of
acquisition costs. The results of operations of eMedicine have
been included in our financial statements from January 17,
2006, the closing date of the acquisition, and are included in
the Online Services segment.





53




Table of Contents





 



Sale of ACP Medicine and ACS
Surgery.  As of December 31, 2007, we
entered into an Asset Sale Agreement and completed the sale of
certain assets and certain liabilities of our medical reference
publications business, including the publications ACP
Medicine and ACS Surgery: Principles and Practice.
The assets and liabilities sold are referred to below as the
ACS/ACP Business. ACP Medicine and ACS Surgery are
official publications of the American College of Physicians and
the American College of Surgeons, respectively. We will receive
net cash proceeds of $2,575, consisting of $1,925 received
during 2008 and the remaining $650 to be received during 2009.
We incurred approximately $750 of professional fees and other
expenses associated with the sale of the ACS/ACP Business. In
connection with the sale, we recognized a (loss) gain of ($135)
and $3,571, net of tax during the years ended December 31,
2008 and 2007, respectively. The decision to divest the ACS/ACP
Business was made because management determined that it was not
a good fit with our core business.


 




EXCERPTS ON THIS PAGE:

8-K
Jul 2, 2009
10-K (2 sections)
Feb 27, 2009

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