Attached files
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8-K - FORM 8-K - MModal Inc. | w84061ae8vk.htm |
Exhibit 99.1
Corporate Headquarters 9009 Carothers Parkway, Suite C-2 Franklin, Tennessee 37067 |
Investor Contacts: |
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Tony James | Tripp Sullivan | |||
Chief Financial Officer | Corporate Communications, Inc | |||
tjames@medquist.com | tripp.sullivan@cci-ir.com | |||
(615) 261-1509 | (615) 324-7335 |
MEDQUIST HOLDINGS ANNOUNCES PROPOSED EXCHANGE OFFER AND
SHORT-FORM MERGER FOR REMAINING MEDQUIST INC. SHARES
SHORT-FORM MERGER FOR REMAINING MEDQUIST INC. SHARES
Franklin, TN, August 15, 2011 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 Companys 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 SECS 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. MedQuists 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.
Phone: 615.798.6000 | Fax: (866) 796-5127 | www.medquist.com |
MEDH Exchange Offer
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August 15, 2011
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August 15, 2011
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.
-END-
Phone: 615.798.6000 | Fax: (866) 796-5127 | www.medquist.com |