This excerpt taken from the WBMD 10-Q filed Nov 9, 2007.
Risks Related to Certain Potential Transactions
HLTHs 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 WebMDs 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 HLTHs 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, HLTHs 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.