FRANKLIN, Tenn., March 15, 2011 /PRNewswire/ -- MedQuist Holdings
Inc. (Nasdaq: MEDH), a leading provider of integrated clinical
documentation solutions for the U.S. healthcare system, today
announced that it has completed its exchange offer for shares of
MedQuist Inc. (Nasdaq: MEDQ) common stock.
According to the exchange agent for the exchange offer, American
Stock Transfer & Trust Company LLC, as of the expiration of the
exchange offer at 5:00 p.m.,
New York City time, on
March 11, 2011, a total of 5,463,373
shares of MedQuist Inc. common stock had been tendered for exchange
and not withdrawn (including 46,354 shares tendered through notices
of guaranteed delivery). MedQuist Holdings has accepted these
shares of MedQuist Inc. common stock in exchange for 5,463,373
shares of MedQuist Holdings common stock, reflecting the exchange
ratio of one MedQuist Holdings share for each MedQuist Inc. share.
Together with the shares of MedQuist Inc. that MedQuist
Holdings already owned, after acceptance of the MedQuist Inc.
shares tendered for exchange, MedQuist Holdings owns 36,335,618
shares of MedQuist Inc. common stock, or approximately 97% of the
issued and outstanding shares of MedQuist Inc. common stock.
Settlement of the shares of MedQuist Inc. common stock tendered
for exchange (excluding shares tendered through notices of
guaranteed delivery) is expected to occur on March 15, 2011. Settlement of the shares of
MedQuist Inc. common stock tendered through notices of guaranteed
delivery is expected to occur on March 17,
2011.
As previously announced, pursuant to a memorandum of
understanding with respect to the settlement of previously
disclosed litigation in respect of the exchange offer, MedQuist
Holdings has agreed that if, as a result of the exchange offer, it
obtained ownership of at least 90% of the outstanding common stock
of MedQuist Inc., MedQuist Holdings would conduct a short-form
merger under applicable law to acquire the remaining shares of
MedQuist Inc. common stock that it does not own at the same
exchange ratio applicable under the exchange offer. The
settlement and dismissal of the shareholder litigation are
conditioned upon, among other things, execution of a final
settlement stipulation and receipt of court approval, which have
not yet occurred.
The exchange offer was conducted upon the terms and subject to
the conditions set forth in MedQuist Holdings' Registration
Statement on Form S-4 (Commission File 333-170003), filed with the
SEC, the related prospectus dated February
3, 2011, amended prospectus dated February 11, 2011, letter of transmittal and
related offer documents, and tender offer statement on Schedule TO,
as amended.
For further information regarding the exchange offer, please
contact MedQuist Holdings' information agent, MacKenzie Partners,
Inc., at (800) 322-2885 (toll-free), (212) 929-5500 (collect) or
email at tenderoffer@mackenziepartners.com.
Macquarie Capital (USA) Inc.
served as dealer manager for the exchange offer.
Important Additional Information about the Exchange
Offer
This press release is provided for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell securities. The exchange offer was made pursuant to
the Registration Statement on Form S-4, the original prospectus,
the amended prospectus, the letter of transmittal and related offer
documents, and the tender offer statement on Schedule TO, as
amended, filed by MedQuist Holdings with the SEC.
FORWARD-LOOKING STATEMENTS
Information provided and statements contained in this press
release that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934 and the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements only speak as of the date of this press
release and MedQuist Holdings assumes no obligation to update the
information included in this press release. Statements made
in this press release that are forward-looking in nature may
involve risks and uncertainties. These statements include, without
limitation, statements regarding the effects or benefits of the
proposed transaction and often include words such as
"approximately," "believe," "expect," "anticipate," "intend,"
"plan," "estimate," "may," "will," "continue" or similar
expressions. These forward-looking statements are not historical
facts, and are based on current expectations, estimates and
projections about MedQuist Holdings' industry, management's beliefs
and certain assumptions made by management, many of which, by their
nature, are inherently uncertain and beyond MedQuist Holdings'
control. Accordingly, readers are cautioned that any such
forward-looking statements are not guarantees of future performance
and are subject to certain risks, uncertainties and assumptions
that are difficult to predict, including, without limitation,
specific factors discussed herein and in other releases and public
filings made by MedQuist Holdings (including MedQuist Holdings'
filings with the SEC). Although MedQuist Holdings believes
that the expectations reflected in such forward-looking statements
are reasonable as of the date made, expectations may prove to have
been materially different from the results expressed or implied by
such forward-looking statements. Unless otherwise required by
law, MedQuist Holdings also disclaims any obligation to update its
view of any such risks or uncertainties or to announce publicly the
result of any revisions to the forward-looking statements made in
this press release.
SOURCE MedQuist Holdings Inc.