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This excerpt taken from the WBMD 8-K filed Nov 21, 2006. UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
On July 20, 2006, WebMD Health Corp. (the
“Company”) announced that it had agreed to acquire the
interactive medical education, promotion and physician
recruitment businesses of Medsite, Inc. (which we refer to as
the Acquired Business or Medsite). The Company completed the
acquisition on September 11, 2006. The purchase price for
the Acquired Business was $41 million in cash, subject to
customary post-closing adjustment based on net working capital
at closing.
The Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the six months ended June 30, 2006 and for
the year ended December 31, 2005 combines the historical
statements of operations of the Company and Medsite, giving
effect to the acquisition as if it had occurred on
January 1, 2005. We have adjusted the historical financial
statements to give effect to pro forma events that are
(1) directly attributable to the acquisition,
(2) factually supportable, and (3) with respect to the
statement of operations, expected to have a continuing impact on
the consolidated results. You should read this information in
conjunction with:
The unaudited pro forma condensed consolidated statements of
operations have been prepared for informational purposes only.
The unaudited pro forma condensed consolidated statements of
operations are not necessarily indicative of what the results of
operations actually would have been had the acquisition been
completed at the dates indicated. In addition, the unaudited pro
forma condensed consolidated statements of operations do not
purport to project the future results of operations of the
combined companies.
The unaudited pro forma condensed consolidated statements of
operations have been prepared using the purchase method of
accounting. Accordingly, the purchase price has been allocated
to the acquired assets, liabilities and commitments based upon
their estimated fair values at the dates indicated. The
allocation of the purchase price is preliminary and is dependent
upon certain valuations that have not progressed to a stage
where there is sufficient information to make a definitive
allocation. Accordingly, the final purchase accounting
adjustments may be materially different from the unaudited pro
forma adjustments presented herein.
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