MedQuist Holdings Updates Timing of Proposed Short-Form Merger for Remaining MedQuist Inc. Shares
October 03 2011 - 5:05PM
MedQuist Holdings Inc. (Nasdaq:MEDH), ("the Company") a leading
provider of integrated clinical documentation solutions for the
U.S. healthcare industry, today announced it intends to complete
its previously announced proposed short-form merger with MedQuist
Inc. during October 2011. The Company no longer intends to conduct
a registered exchange offer prior to the completion of the
short-form merger as previously announced.
In the short-form merger, each of the remaining 1,231,246 shares
of common stock of MedQuist Inc. (OTCQB:MEDQ) not currently owned
by the Company or its subsidiaries will be converted into a share
of Company common stock. This will result in the Company's
ownership of MedQuist Inc. common stock increasing from
approximately 97% to 100% and will bring the total proforma shares
outstanding of the Company to approximately 57.9 million on a fully
diluted basis as of September 30, 2011 (consistent with the
Company's expectation of approximately 54.7 million shares
outstanding on a weighted average basis for the year). The Company
has been reporting its per share results on a proforma basis as if
it already owned 100% of MedQuist Inc. so there will be no impact
or dilution to the per share results as a result of this short-form
merger.
Following the short-form merger, MedQuist Inc. will become an
indirect wholly-owned subsidiary of the Company, will cease to be a
separate Securities and Exchange Commission ("SEC") reporting
company and its common stock will no longer trade on the OTCQB or
on any other market.
Ronald L. Scarboro, Chief Financial Officer of MedQuist Holdings
noted, "We're pleased to announce that we intend to complete the
short-form merger this month. While technical and legal in nature,
it will provide significant benefits with a simplified, unified
capital structure as well as less burdensome financial reporting.
It will also eliminate any confusion among the investment community
with the two different stock tickers."
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 issuance of shares
pursuant to the merger will only be made pursuant to a Registration
Statement on Form S-4, a letter of transmittal and related offer
documents filed or 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 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).
About MedQuist Holdings
MedQuist is a leading provider of clinical narrative capture
services, Speech Understanding technology from M*Modal and 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 facilitate adoption of electronic health
records (EHR), improve patient care, increase physician
satisfaction and lower operational costs. For more information,
please visit www.medquist.com.
Forward-Looking Statements
Information provided and statements contained in this press
release that are not purely historical, such as
statements regarding the timing of the short-form merger, 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 the Company 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. 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 the Company (including filings by the Company with
the Securities and Exchange Commission). Although the Company
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, the Company 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.
CONTACT: Investor Contacts:
Ron Scarboro
Chief Financial Officer
ronald.scarboro@medquist.com
(615) 798-4350
Tripp Sullivan
Corporate Communications, Inc.
tripp.sullivan@cci-ir.com
(615) 324-7335
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