MedQuist Holdings Announces Proposed Exchange Offer and Short-Form Merger for Remaining MedQuist Inc. Shares
August 15 2011 - 4:30PM
MedQuist Holdings Inc. (Nasdaq:MEDH), a leading provider of
integrated clinical documentation solutions for the U.S. healthcare
system, announced its intention to commence an exchange offer (the
"Second Exchange Offer") during the third quarter of 2011 for all
the issued and outstanding shares of MedQuist Inc. common stock
("MedQuist Inc.") that it does not currently own on the same terms
as the public exchange offer initiated on February 3, 2011
("Initial Exchange Offer"). The Company and its affiliates
currently own approximately 97% of the outstanding shares of
MedQuist Inc. common stock.
In the Initial Exchange Offer, each share of MedQuist Inc.
common stock tendered and accepted was exchanged for one share of
MedQuist Holdings common stock. Immediately following the
Second Exchange Offer, the Company plans to conduct a short-form
merger to acquire any remaining shares not tendered and accepted in
the Second Exchange Offer. The Second Exchange Offer and the
short-form merger are expected to be completed by the end of the
fourth quarter of 2011.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The offer to exchange the Company's shares
for MedQuist Inc. shares, if made, will only be made pursuant to a
Registration Statement on Form S-4, a letter of transmittal and
related offer documents to be filed by the Company with the SEC.
INVESTORS AND SECURITY HOLDERS OF MEDQUIST INC. ARE URGED TO READ
SUCH REGISTRATION STATEMENT ON FORM S-4 AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
CONTEMPLATED EXCHANGE OFFER AND MERGER. UPON FILING WITH THE SEC,
THE REGISTRATION STATEMENT AND RELATED DOCUMENTS WILL BE AVAILABLE
FREE ON THE SEC'S WEBSITE (HTTP://WWW.SEC.GOV). Holders of MedQuist
Inc. shares will need to make their own decision whether to tender
shares in the contemplated exchange offer. Neither MedQuist Inc.
nor any other person is making any recommendation as to whether or
not holders of MedQuist Inc. shares should tender their shares for
exchange in the contemplated exchange offer.
About MedQuist
MedQuist is a leading provider of medical transcription
services, and a leader in technology-enabled clinical documentation
workflow. MedQuist's enterprise solutions – including mobile voice
capture devices, speech recognition, Web-based workflow platforms,
and global network of medical editors – help healthcare facilities
improve patient care, increase physician satisfaction, and lower
operational costs. For more information, please visit
www.medquist.com.
The MedQuist Holdings Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=10083
Statements made in this press release that are forward-looking
in nature are intended to be "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of
1934 and may involve risk and uncertainties. These statements
include, without limitation, statements regarding the terms of the
transactions described herein and any other statements that are not
historical facts. These risks and uncertainties include the timing
and satisfaction of conditions for the proposed transactions. Other
risks and uncertainties relating to our business and our financial
condition are more fully described in documents filed by us with
the SEC, including Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q.
CONTACT: Tony James
Chief Financial Officer
tjames@medquist.com
(615) 261-1509
Tripp Sullivan
Corporate Communications, Inc
tripp.sullivan@cci-ir.com
(615) 324-7335
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