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Filed by: CBaySystems Holdings
Limited
Pursuant to Rule 425
under the Securities Act of 1933
Subject Company: MedQuist Inc.
Commission File No.: 001-13326
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Dear MedQuist employee:
Over the past few weeks CBaySystems Holdings Limited has taken several important steps toward its
goal of increasing its ownership of MedQuist. These steps include:
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Refinancing the debt that was incurred from prior acquisition activity to take advantage
of favorable market conditions.
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Entering into an agreement with certain of MedQuists large stockholders to exchange
their MedQuist stock for CBaySystems Holdings Limited stock;
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Announcing a proposed offer to exchange shares of CBaySystems Holdings Limited common
stock for the remaining outstanding shares of MedQuist Inc. common
stock; and
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Approving a proposed initial public offering of CBaySystems Holdings Limiteds common
stock in the United States.
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The debt refinancing has been successfully completed, and CBaySystems Holdings Limited hopes to
complete the remaining steps over the next two to three months. We believe that these transactions
will allow us to better recognize the full value of our combined organization in the financial
markets. As a MedQuist employee, you can expect our industry leadership and strength to continue,
leading to greater opportunity for employees and customers as the combined organization:
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Continues to invest in our future, delivering innovative solutions that include advanced
speech recognition, natural language processing and other new technology-enabled services;
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Maintains our position as the largest employer of medical transcriptionists and editors
in our industry; and
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Continues to seek new and unique ways to deliver clinical documentation in such a way
that end-user providers continue to rely on us for their documentation services.
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Youve been working extremely hard, and the results are clear. Over the past 18-24 months,
everyone at MedQuist and CBaySystems Holdings Limited has been doing their part to operate more
efficiently in order to compete in the current market. In addition, MedQuists integration of
Spheris customers and employees has set the stage for MedQuist to continue in its leadership role
in providing cost-efficient clinical documentation solutions to our customers. MedQuists recent
operating results reflect the success of these joint efforts, and we will strive to continue these
operating results in the future.
We are grateful to all of our valued employees who have worked tirelessly over the past two years
in bringing MedQuist and the entire CBaySystems Holdings Limited organization to this new threshold
of opportunity for continued growth in the coming years.
For more information, please use the links below to view recent press releases about the
transactions:
MedQuist Press Releases:
http://www.medquist.com/Portals/0/news%20releases/MedQuist%20Press%20Release%20%2810%2001%202010%20-
%20FINAL%29.pdf
http://www.medquist.com/Portals/0/news%20releases/MedQuist%20Provides%20Update%20on%20Special%20Divi
dend%20Timing%20100810.pdf
http://www.medquist.com/Portals/0/news%20releases/MedQuist%20Press%20Release%20_revised%2010%2014%20
2010.pdf
http://www.medquist.com/Portals/0/news%20releases/CBay%20Form%20S-1%20and%20S-4%20filings%20_FINAL.pdf
CBaySystems Holdings Limited Press Release:
http://www.sec.gov/Archives/edgar/data/884497/000095012310094208/y87245e425.htm
If you have additional questions about the recent press releases or announcements, please feel free
to contact your manager.
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Robert Aquilina
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Peter Masanotti
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Chairman and CEO
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President and CEO
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CBaySystems Holdings Limited
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MedQuist Inc.
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October 22, 2010
MEDQUIST SIGNS FINANCING AGREEMENTS; DECLARES SPECIAL DIVIDEND
MOUNT LAUREL, N.J. October 1, 2010 MedQuist Inc. (Nasdaq: MEDQ), a leading provider of
integrated clinical documentation solutions for the U.S. healthcare industry, announced today
that it has entered into definitive agreements relating to a $310 million financing consisting
of a $225 million senior
secured credit facility and the issuance of $85 million of senior subordinated notes.
The $225 million senior secured credit facility is led by General Electric Capital Corporation, as
administrative agent, and SunTrust Bank, as syndication agent. The facility consists of a $200
million term loan and a $25 million revolving credit facility bearing an interest rate of LIBOR +
550 basis points and a LIBOR floor of 1.75%. In addition, the revolving credit facility bears a
fee of 50 basis points on undrawn amounts. The 13% senior subordinated notes due 2016 are to be
issued pursuant to a note purchase agreement with BlackRock Kelso Capital Corporation, PennantPark
Investment Corporation, Citibank, N.A., and THL Credit, Inc. in an aggregate principal amount of
$85 million. Focus Capital Group acted as arranger for the senior subordinated notes financing. At
MedQuists option, a portion of the interest is payable in the form of additional senior
subordinated notes, in which event the interest rate would be 12% in cash and 2% in the form of
additional notes. MedQuists 69.5% shareholder, CBay Inc., and CBay Inc.s parent company,
CBaySystems Holdings Limited, will guarantee MedQuists obligations under the senior secured
credit facility and the senior subordinated notes. Lazard is acting as financial advisor to
MedQuist and CBay in connection with the financing and related strategic matters.
Proceeds from the financing will be used to refinance the debt incurred by MedQuist in connection
with its April 2010 acquisition of the assets of Spheris, Inc. and to pay a one-time special cash
dividend of $4.70 per share to all MedQuist shareholders of record as of October 11, 2010. The
closing of the financing and the payment of the special dividend are conditioned upon the
satisfaction of customary closing conditions under the financing agreements, and are currently
expected to occur on or about October 15, 2010.
CBaySystems Holdings Limited (CBay) has informed MedQuist that CBay has entered into an
Exchange Agreement with certain MedQuist shareholders that currently hold in the aggregate
approximately 13% of MedQuists outstanding shares. Pursuant to the Exchange Agreement, those
MedQuist shareholders will receive 4.2459 CBay shares for each MedQuist share, subject to
certain adjustments, and will enter into a stockholders agreement with CBay that, among other
things, provides them with registration rights and contains provisions regarding their voting in
the election of CBays directors. The closing under the Exchange Agreement is conditioned upon
the listing of CBays shares on NASDAQ, the completion by CBay of an initial public offering in
the United States by January 31, 2011, the reincorporation of CBay as a Delaware corporation and
other conditions.
CBay has also informed MedQuist that it intends to make an offer to all MedQuist shareholders that
are not parties to the Exchange Agreement to exchange their MedQuist shares for CBay shares, and
that detailed terms of such exchange offer, if made, will be contained in filings by CBay with the
Securities and Exchange Commission (the SEC).
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 CBay shares for
MedQuist 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 CBay with the SEC. INVESTORS AND
SECURITY HOLDERS OF MEDQUIST 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. Holders of MedQuist
shares will need to make their own decision whether to tender shares in the contemplated exchange
offer. Neither MedQuist nor any other person is making any recommendation as to whether or not
holders of MedQuist shares should tender their shares for exchange in the contemplated exchange
offer.
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
2
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 MedQuist with the SEC, including Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q.
# # #
Contacts:
MedQuist Investor Relations
Phone: 856-206-4567
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Corporate Headquarters
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1000 Bishops Gate Blvd., Suite 300
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Mount Laurel, NJ 08054-4632
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FOR IMMEDIATE RELEASE
For more information, call:
Dominick Golio
Chief Financial Officer
856-206-4000
dgolio@medquist.com
MEDQUIST PROVIDES UPDATE ON SPECIAL DIVIDEND TIMING
MOUNT LAUREL, N.J. October 8, 2010 MedQuist Inc. (Nasdaq: MEDQ), a leading provider of
integrated clinical documentation solutions for the U.S. healthcare industry, has previously
announced that in connection with entering into definitive agreements relating to a $310 million
financing consisting of a $225 million senior secured credit facility and the issuance of $85
million of senior subordinated notes, the Board of Directors of MedQuist has declared a special
cash dividend of $4.70 per share to all MedQuist shareholders of record as of October 11, 2010.
The closing of the financing and the payment of the special cash dividend are conditioned upon the
satisfaction of customary closing conditions under the financing agreements. MedQuist currently
expects that the payment date for the special cash dividend will be October 15, 2010. Under NASDAQ
rules applicable to cash dividends which are 25% or greater of the value of the subject security,
MedQuist anticipates that the ex-dividend date will be the first business day following the
dividend payment date, but no assurance can be given by MedQuist that this will be the case and
the determination of the ex-dividend date will be made by NASDAQ upon notification that the
conditions to the payment of the dividend have been satisfied.
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 MedQuist with the SEC,
including Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
# # #
Contacts:
MedQuist Investor Relations
Phone: 856-206-4567
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Phone: (856) 206-4000
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Fax: (856) 206-4020
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www.medquist.com
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Corporate Headquarters
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1000 Bishops Gate Blvd., Suite 300
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Mount Laurel, NJ 08054-4632
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FOR IMMEDIATE RELEASE
For more information, call:
Dominick Golio
Chief Financial Officer
856-206-4000
dgolio@medquist.com
MEDQUIST ANNOUNCES CLOSING OF FINANCING AND NASDAQ DETERMINATION OF EX-
DIVIDEND DATE OF OCTOBER 18 FOR SPECIAL DIVIDEND
MOUNT LAUREL, N.J. October 14, 2010 MedQuist Inc. (Nasdaq: MEDQ), a leading provider of
integrated clinical documentation solutions for the U.S. healthcare industry, has closed its
previously announced $310 million financing, consisting of a $200 million senior secured credit
facility, which includes an undrawn $25 million revolving credit facility, and $85 million
aggregate principal amount of senior subordinated notes. MedQuist also announced that the special
dividend to be paid out of the proceeds of the financing, $4.70 per share, will be paid on October
15, 2010 to all MedQuist shareholders of record as of October 11, 2010. NASDAQ has established
October 18, 2010 as the ex-dividend date for MedQuist shares.
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 MedQuist with the SEC,
including Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
# # #
Contacts:
MedQuist Investor Relations
Phone: 856-206-4567
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Corporate Headquarters
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1000 Bishops Gate Blvd., Suite 300
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Mount Laurel, NJ 08054-4632
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FOR IMMEDIATE RELEASE
For more information, call:
Garfield Group Public Relations
215-867-8600 x 271
MEDQUISTS MAJORITY OWNER FILES FORM S-1 AND FORM S-4 REGISTRATION STATEMENTS
MOUNT LAUREL, N.J. October 18, 2010 MedQuist Inc. (Nasdaq: MEDQ), a leading provider of
integrated clinical documentation solutions for the U.S. healthcare industry announced that,
earlier today, CBaySystems Holdings Limited, the parent of CBay, Inc, the holder of 69.5% of the
outstanding common stock of MedQuist, filed a Registration Statement on Form S-1 (S-1
Registration Statement) relating to the proposed initial public offering of shares of its common
stock in the United States. The S-1 Registration Statement discloses certain information regarding
MedQuist which is addressed in a current report on Form 8-K that MedQuist filed today with the
United Stated Securities and Exchange Commission (the SEC).
MedQuist also announced that, earlier today, CBaySystems Holdings Limited filed a Registration
Statement on Form S-4 (S-4 Registration Statement) with the SEC relating to a proposed
exchange offer pursuant to which CBaySystems Holdings Limited expects to offer to exchange
shares of CBaySystems Holdings Limited common stock for outstanding shares of MedQuist common
stock. MedQuist will not be a party to the proposed exchange offer.
CBaySystems Holdings Limited has informed MedQuist that inquiries related to the S-1
Registration Statement, S-4 Registration Statement, CBaySystems Holdings Limiteds proposed
initial public offering of shares of its common stock in the United States or the proposed
exchange offer should be directed to:
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CBaySystems Holdings Limited
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Clyde Swoger, Chief Financial Officer
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Tel: +1- 866-295-4600 ext: 3355
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ir@cbaysystems.com
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Strand Hanson Limited Nominated Adviser
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Tel: +44 (0) 20 7409 3494
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Rory Murphy
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Liam Buswell
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Buchanan Communications
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Tel: +44 (0) 20 7466 5000
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Mark Court / Suzanne Brocks
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markc@buchanan.uk.com
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suzanneb@buchanan.uk.com
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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 risks and uncertainties include the risk that
the transactions described herein will not occur. Other risks and uncertainties relating to our
business and our financial condition are more fully described in documents filed by MedQuist
with the SEC, including Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
# # #
Contact for MedQuist Inc.
:
Garfield Group Public Relations
215.867.8600 x271
Filed by: CBaySystems Holdings Limited
Pursuant to Rule 425
under the Securities Act of 1933
Subject Company: MedQuist Inc.
Commission File No.: 001-13326
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN
THAT JURISDICTION.
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For immediate release
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October 19, 2010
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CBaySystems Holdings Limited
(CBay or the Company)
CBay Files U.S. Registration Statements
CBaySystems Holdings Limited (AIM: CBAY), a leading provider of integrated clinical documentation
solutions for the U.S. healthcare industry, announces that it has filed a Registration Statement on
Form S-1 with the U.S. Securities and Exchange Commission (SEC) relating to a proposed public
offering (Offering) of its common stock in the United States. CBay intends to apply for a listing
of its shares on The NASDAQ Global Market (NASDAQ) in connection with the Offering.
In addition, the Company announces that, further to the announcement released on October 1, 2010,
CBay has filed a Registration Statement on Form S-4 with the SEC relating to a proposed exchange
offer (Exchange Offer) pursuant to which CBay expects to offer to exchange shares of CBay common
stock (CBay Shares) for outstanding shares of common stock of CBays 69.5% subsidiary, MedQuist
Inc. (MedQuist) (MedQuist Shares). CBay has previously entered into a definitive agreement
(MedQuist Exchange Agreement) with holders of approximately 13.0% of MedQuists outstanding
common stock, pursuant to which those MedQuist stockholders will receive 4.2459 CBay Shares for
each MedQuist Share, subject to certain adjustments, including adjustments relating to the amount
of MedQuists net debt at closing and to any reverse share split or other similar conversion CBay
may effect in respect of its common stock.
The closing under the MedQuist Exchange Agreement is subject to various conditions, including
completion of the Offering, the listing of CBay Shares on NASDAQ and the reincorporation of the
Company in Delaware, and would increase CBays ownership in MedQuist from 69.5% to 82.5%. While
the exchange ratio for the Exchange Offer has not been fixed, CBay currently expects that it will
be approximately the same as the exchange ratio applicable under the MedQuist Exchange Agreement.
No assurance can be given regarding whether the Exchange Offer will be made or regarding the
applicable exchange ratio or other terms of the Exchange Offer. The completion of the Exchange
Offer, if made, will be subject to certain conditions to be described in the related preliminary
prospectus, including the effectiveness of the registration statement on Form S-4 relating to the
Exchange Offer.
Finally, in light of the proposed move to NASDAQ, CBay announces that it intends to delist from the
Alternative Investment Market (AIM) simultaneous with or shortly after the completion of the
Offering and the listing of its shares on NASDAQ.
Jefferies & Company, Inc. and Lazard Capital Markets LLC are acting as representatives of the
underwriters for the Offering, and Jefferies & Company, Inc. is acting as Dealer Manager for the
Exchange Offer.
2
Further information relating to the Offering, the Exchange Offer and the proposed delisting from
AIM will be announced by the Company in due course.
For further information please visit www.cbaysystems.com or contact:
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CBaySystems Holdings Limited
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Clyde Swoger, Chief Financial Officer
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Tel: +1- 866-295-4600 ext: 3355
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ir@cbaysystems.com
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Strand Hanson Limited Nominated Adviser
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Tel: +44 (0) 20 7409 3494
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Rory Murphy
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Liam Buswell
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Buchanan Communications
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Mark Court / Suzanne Brocks
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Tel: +44 (0) 20 7466 5000
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markc@buchanan.uk.com
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suzanneb@buchanan.uk.com
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Registration statements relating to these securities have been filed with the Securities and
Exchange Commission but have not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the applicable registration statement becomes
effective.
When available, a copy of the disclosure documents for the Offering or for the exchange offer may
be obtained from Jefferies & Company, Inc., 520 Madison Avenue, 12th Floor, New York, NY 10022,
Attn: Syndicate Prospectus Department, (888) 449-2342; Prospectus_Department@Jefferies.com; or for
the Offering may be obtained from: Lazard Capital Markets LLC, 30 Rockefeller Plaza,
60
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Floor, New York, NY 10020, (800) 542-0970; Macquarie Capital (USA) Inc.,
Attn: Prospectus Department, 125 West 55th St., Level 22, New York, NY 10019, (212) 231-6564; or
RBC Capital Markets Corporation, Attention: Equity Syndicate, Three World Financial Center, 200
Vesey Street, 8th Floor, New York, NY 10281, (877) 822-4089. These documents also can be obtained
free of charge at www.cbaysystems.com, as well as at the SECs website at www.sec.gov.
The description of the Exchange Offer contained in this press release is for informational purposes
only and is not an offer to buy or the solicitation of an offer to sell securities. The Exchange
Offer will only be made pursuant to the prospectus that forms part of the registration statement
and the related letter of transmittal. Holders of MedQuist common stock are urged to read the
preliminary prospectus and any amendments or supplements thereto and any other documents relating
to the Exchange Offer that are filed by CBay with the SEC, as they contain important information.
None of CBay, MedQuist, the dealer manager or any other person is making any recommendation as to
whether or not holders of MedQuist common stock should tender their shares in the Exchange Offer.
Statements made in this press release that are forward-looking in nature 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
and actual results could differ materially from those contained in these forward-looking
statements.
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Filed by: CBaySystems Holdings
Limited
Pursuant to Rule 425
under the Securities Act of 1933
Subject Company: MedQuist Inc.
Commission File No.: 001-13326
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT
JURISDICTION.
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For immediate release
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October 19, 2010
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CBaySystems Holdings Limited
(CBay or the Company)
CBay Files U.S. Registration Statements
CBaySystems Holdings Limited (AIM: CBAY), a leading provider of integrated clinical documentation
solutions for the U.S. healthcare industry, announces that it has filed a Registration Statement
on Form S-1 with the U.S. Securities and Exchange Commission (SEC) relating to a proposed
public offering (Offering) of its common stock in the United States. CBay intends to apply for
a listing of its shares on The NASDAQ Global Market (NASDAQ) in connection with the Offering.
In addition, the Company announces that, further to the announcement released on October 1, 2010,
CBay has filed a Registration Statement on Form S-4 with the SEC relating to a proposed exchange
offer (Exchange Offer) pursuant to which CBay expects to offer to exchange shares of CBay common
stock (CBay Shares) for outstanding shares of common stock of CBays 69.5% subsidiary, MedQuist
Inc. (MedQuist) (MedQuist Shares). CBay has previously entered into a definitive agreement
(MedQuist Exchange Agreement) with holders of approximately 13.0% of MedQuists outstanding
common stock, pursuant to which those MedQuist stockholders will receive 4.2459 CBay Shares for
each MedQuist Share, subject to certain adjustments, including adjustments relating to the amount
of MedQuists net debt at closing and to any reverse share split or other similar conversion CBay
may effect in respect of its common stock.
The closing under the MedQuist Exchange Agreement is subject to various conditions, including
completion of the Offering, the listing of CBay Shares on NASDAQ and the reincorporation of the
Company in Delaware, and would increase CBays ownership in MedQuist from 69.5% to 82.5%. While
the exchange ratio for the Exchange Offer has not been fixed, CBay currently expects that it will
be approximately the same as the exchange ratio applicable under the MedQuist Exchange Agreement.
No assurance can be given regarding whether the Exchange Offer will be made or regarding the
applicable exchange ratio or other terms of the Exchange Offer. The completion of the Exchange
Offer, if made, will be subject to certain conditions to be described in the related preliminary
prospectus, including the effectiveness of the registration statement on Form S-4 relating to the
Exchange Offer.
Finally, in light of the proposed move to NASDAQ, CBay announces that it intends to delist from
the Alternative Investment Market (AIM) simultaneous with or shortly after the completion of
the Offering and the listing of its shares on NASDAQ.
Jefferies & Company, Inc. and Lazard Capital Markets LLC are acting as representatives of the
underwriters for the Offering, and Jefferies & Company, Inc. is acting as Dealer Manager for the
Exchange Offer.
2
Further information relating to the Offering, the Exchange Offer and the proposed
delisting from AIM will be announced by the Company in due course.
For further information please visit www.cbaysystems.com or contact:
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CBaySystems Holdings Limited
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Clyde Swoger, Chief Financial Officer
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Tel: +1- 866-295-4600 ext: 3355
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ir@cbaysystems.com
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Strand Hanson Limited Nominated Adviser
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Tel: +44 (0) 20 7409 3494
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Rory Murphy
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Liam Buswell
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Buchanan Communications
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Mark Court / Suzanne Brocks
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Tel: +44 (0) 20 7466 5000
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markc@buchanan.uk.com
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suzanneb@buchanan.uk.com
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Registration statements relating to these securities have been filed with the Securities
and Exchange Commission but have not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the applicable registration
statement becomes effective.
When available, a copy of the disclosure documents for the Offering or for the exchange
offer may be obtained from Jefferies & Company, Inc., 520 Madison Avenue, 12th Floor,
New York, NY 10022, Attn: Syndicate Prospectus Department, (888) 449-2342;
Prospectus_Department@Jefferies.com; or for the Offering may be obtained from: Lazard
Capital Markets LLC, 30 Rockefeller Plaza, 60
th
Floor, New York,
NY 10020, (800) 542-0970; Macquarie Capital (USA) Inc., Attn: Prospectus Department, 125
West 55th St., Level 22, New York, NY 10019, (212) 231-6564; or RBC Capital Markets
Corporation, Attention: Equity Syndicate, Three World Financial Center, 200 Vesey
Street, 8th Floor, New York, NY 10281, (877) 822-4089. These documents also can be
obtained free of charge at www.cbaysystems.com, as well as at the SECs website at
www.sec.gov.
The description of the Exchange Offer contained in this press release is for informational
purposes only and is not an offer to buy or the solicitation of an offer to sell
securities. The Exchange Offer will only be made pursuant to the prospectus that forms
part of the registration statement and the related letter of transmittal. Holders of
MedQuist common stock are urged to read the preliminary prospectus and any amendments or
supplements thereto and any other documents relating to the Exchange Offer that are filed
by CBay with the SEC, as they contain important information. None of CBay, MedQuist, the
dealer manager or any other person is making any recommendation as to whether or not
holders of MedQuist common stock should tender their shares in the Exchange Offer.
Statements made in this press release that are forward-looking in nature 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 and actual results could differ materially from
those contained in these forward-looking statements.
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