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This excerpt taken from the WBMD 10-Q filed Nov 9, 2007. Risks
Related to Certain Potential Transactions
HLTH’s
plan to propose the Potential Merger Transaction may not result
in any transaction being agreed upon or, even if agreement is
reached, may not result in any transaction being successfully
completed
As previously disclosed, HLTH currently intends to propose the
Potential Merger Transaction to the Special Committee of
WebMD’s Board of Directors formed to evaluate and negotiate
any such potential transaction with HLTH. That process may or
may not result in a definitive agreement with respect to the
Potential Merger Transaction. In addition, even if a definitive
agreement is entered into, our ability to complete such a
transaction will depend on numerous factors, some of which are
outside of our control. Even if a transaction is completed,
there can be no assurance that it will achieve the benefits
contemplated by the parties or those expected by their
respective securityholders. Furthermore, the process of
exploring the Potential Merger Transaction may be more time
consuming and expensive than we currently anticipate.
There may
be negative impacts on HLTH and WebMD as a result of proposing
the Potential Merger Transaction
As a result of HLTH’s intention to propose the Potential
Merger Transaction and the process expected to follow from that,
the financial results and operations of HLTH and WebMD may be
adversely affected by the diversion of management resources to
that process and uncertainty regarding the outcome of the
process. For example, such process could lead us to lose or fail
to attract employees, customers or business partners. Although
we intend to take steps to address these risks, there can be no
assurance that any such losses or distractions will not
adversely affect the operations or financial results of HLTH and
WebMD.
We cannot
assure you that the decision to explore the Potential Sale
Transactions will result in us pursuing a transaction or that
any such transaction would be successfully completed
As previously disclosed, HLTH has received unsolicited
preliminary indications of interest for each of ViPS, Porex and
its 48% interest in EBS Master LLC and it currently intends to
explore Potential Sale Transactions involving those assets. That
process may or may not result in agreements with respect to one
or more Potential Sale Transactions. In addition, HLTH’s
ability to complete any Potential Sale Transactions, if its
Board decides to pursue them, will depend on numerous factors,
some of which are outside of its control, including factors
affecting the availability of financing for transactions or the
financial markets in general.
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