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WBMD » Topics » In the event that HLTH does not sell either ViPS or Porex prior to the closing of the HLTH Merger, WebMD would become exposed to the risks inherent in the ownership of the remaining businessThis excerpt taken from the WBMD 10-Q filed May 12, 2008. In the
event that HLTH does not sell either ViPS or Porex prior to the
closing of the HLTH Merger, WebMD would become exposed to the
risks inherent in the ownership of the remaining
business
HLTH has announced that it plans to divest its ViPS and Porex
businesses. Completion of the sale of one of those businesses is
a condition to closing of the HLTH Merger. However, the HLTH
Merger could be completed before the sale of the other such
business. In that case, WebMD (as the surviving company in the
HLTH Merger) would become the owner of that business and the
sale process would continue. WebMD would then be subject to the
risk that the proceeds from the sale of that business are less
than expected and all other risks inherent in the ownership of
that business. There can be no assurances regarding whether
WebMD would be able to complete such sale or as to the timing or
terms of such transaction. Even if HLTH has entered into
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an agreement with an acquirer with respect to the remaining
business prior to completion of the HLTH Merger, WebMD would be
subject to the risk that the conditions to closing provided for
in such agreement might not be met.
The financial results and operations of ViPS and Porex could be
adversely affected by the diversion of management resources to
the sale process and by uncertainty regarding the outcome of the
process. For example, the uncertainty of who will own those
businesses in the future could lead such business to lose or
fail to attract employees, customers or business partners. This
could adversely affect their operations and financial results
and, as a result, the sale prices that HLTH or WebMD may receive
for such businesses.
These excerpts taken from the WBMD 10-K filed Feb 29, 2008. In the
event that HLTH does not sell either ViPS or Porex prior to the
closing of the HLTH Merger, WebMD would become exposed to the
risks inherent in the ownership of the remaining
business
HLTH has announced that it plans to divest its ViPS and Porex
businesses. Completion of the sale of one of those businesses is
a condition to closing of the HLTH Merger. However, the HLTH
Merger could be completed before the sale of the other such
business. In that case, WebMD (as the surviving company in the
HLTH Merger) would become the owner of that business and the
sale process would continue. WebMD would then be subject to the
risk that the proceeds from the sale of that business are less
than expected and all other risks inherent in the ownership of
that business. There can be no assurances regarding whether
WebMD would
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be able to complete such sale or as to the timing or terms of
such transaction. Even if HLTH has entered into an agreement
with an acquirer with respect to the remaining business prior to
completion of the HLTH Merger, WebMD would be subject to the
risk that the conditions to closing provided for in such
agreement might not be met.
The financial results and operations of ViPS and Porex could be
adversely affected by the diversion of management resources to
the sale process and by uncertainty regarding the outcome of the
process. For example, the uncertainty of who will own those
businesses in the future could lead such business to lose or
fail to attract employees, customers or business partners. This
could adversely affect their operations and financial results
and, as a result, the sale prices that HLTH or WebMD may receive
for such businesses.
In the event that HLTH does not sell either ViPS or Porex prior to the closing of the HLTH Merger, WebMD would become exposed to the risks inherent in the ownership of the remaining business HLTH has announced that it plans to divest its ViPS and Porex businesses. Completion of the sale of one of those businesses is a condition to closing of the HLTH Merger. However, the HLTH Merger could be completed before the sale of the other such business. In that case, WebMD (as the surviving company in the HLTH Merger) would become the owner of that business and the sale process would continue. WebMD would then be subject to the risk that the proceeds from the sale of that business are less than expected and all other risks inherent in the ownership of that business. There can be no assurances regarding whether WebMD would
Table of Contentsbe able to complete such sale or as to the timing or terms of such transaction. Even if HLTH has entered into an agreement with an acquirer with respect to the remaining business prior to completion of the HLTH Merger, WebMD would be subject to the risk that the conditions to closing provided for in such agreement might not be met. The financial results and operations of ViPS and Porex could be adversely affected by the diversion of management resources to the sale process and by uncertainty regarding the outcome of the process. For example, the uncertainty of who will own those businesses in the future could lead such business to lose or fail to attract employees, customers or business partners. This could adversely affect their operations and financial results and, as a result, the sale prices that HLTH or WebMD may receive for such businesses. | EXCERPTS ON THIS PAGE:
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