FRANKLIN, Tenn. Feb. 3, 2011 5:00 p.m. New York City March 4, 2011
Upon the terms and subject to the conditions of the Exchange Offer, each MedQuist Inc. Share tendered and accepted will be exchanged for one share of MedQuist Holdings common stock. If all MedQuist Inc. Shares that MedQuist Holdings does not own or have the right to acquire are tendered and accepted for exchange, MedQuist Holdings will issue up to approximately 6.7 million shares of its common stock in the Exchange Offer.
In connection with the Exchange Offer and its proposed U.S. initial public offering, MedQuist Holdings has applied to list its common stock on The NASDAQ Global Market under the symbol "MEDH."
MedQuist Holdings currently owns approximately 69.5% of the outstanding MedQuist Inc. Shares and has previously entered into an agreement with certain MedQuist Inc. shareholders that hold in the aggregate approximately 12.7% of the outstanding MedQuist Inc. Shares to exchange one share of MedQuist Holdings common stock for each MedQuist Inc. Share owned by such MedQuist Inc. shareholders (the "Private Exchange").
The consummation of the Exchange Offer will be subject to the satisfaction or waiver of certain conditions, including the completion of MedQuist Holdings’ proposed U.S. initial public offering, the listing of MedQuist Holdings’ common stock on The NASDAQ Global Market and the consummation of the Private Exchange. Assuming consummation of the Private Exchange, a full exchange in the Exchange Offer would increase MedQuist Holdings’ ownership in MedQuist Inc. to 100%.
231-2620, AST [email protected]
Important Additional Information about the Exchange Offer
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.