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This excerpt taken from the WBMD 10-Q filed Nov 10, 2008. Recent or
Pending Transactions
Pending Acquisition of Marketing Technology Solutions
Inc. On September 15, 2008, we announced
that we have entered into a definitive agreement to acquire
QualityHealth.com and its owner, Marketing Technology Solutions
Inc. (which we refer to as MTS). MTS provides on-line
performance-based marketing and media programs directed at
pharmaceutical and other healthcare related advertisers. The
purchase price for MTS is $50,000 in cash, payable at closing,
and we have agreed to pay up to an additional $25,000 in cash if
certain performance thresholds are achieved relating to calendar
year 2009.
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
$2,809, consisting of $1,734 received in the quarter ended
March 31, 2008 and the remaining $1,075 to be received in
the quarter ending December 31, 2008. We incurred
approximately $800 of professional fees and other expenses
associated with the sale of the ACS/ACP Business. In connection
with the sale, we recognized a gain of $3,571, net of a tax
benefit of $177, as of December 31, 2007. The decision to
divest the ACS/ACP Business was made because management
determined that it was not a good fit with our core business.
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