Attached files
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8-K - FORM 8-K - MModal Inc. | w84166be8vk.htm |
Investor Contacts: |
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Ron Scarboro
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Tripp Sullivan | |
Chief Financial Officer
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Corporate Communications, Inc. | |
ronald.scarboro@medquist.com
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tripp.sullivan@cci-ir.com | |
(615) 798-4350
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(615) 324-7335 |
MedQuist Holdings Updates Timing of Proposed Short-Form Merger
for Remaining MedQuist Inc. Shares
for Remaining MedQuist Inc. Shares
FRANKLIN, Tenn. (October 3, 2011) 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 Companys 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 Companys 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, Were 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.
-MORE-
MEDH Short-Form Merger
Page 2
October 3, 2011
Page 2
October 3, 2011
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
SECS 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.
MedQuists 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.
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.
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