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.