SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 1
to
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
 
MedQuist Inc.
(Name of Subject Company (Issuer))
MedQuist Holdings Inc.
(formerly CBaySystems Holdings Limited)
(Name of Filing Person (Offeror))
 
     
Shares of Common Stock, no par value per share
(Title of Class of Securities) 		  584949101
(CUSIP Number of Class of Securities)
 
Robert Aquilina
Chairman and Chief Executive Officer
MedQuist Holdings Inc.
9009 Carothers Parkway
Franklin, Tennessee 37067
(615) 261-1740
(Name, address and telephone number of person authorized to receive notices and communications on
behalf of filing person)
 
With copies to:
     
D. Rhett Brandon
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
212-455-2000 		  Colin Diamond Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
(212) 819-8200
 
CALCULATION OF FILING FEE
     
Transaction valuation(*)   Amount of Filing Fee(**)
     
$60,833,253.56   $7,230
 
*   Estimated solely for the purpose of calculating the filing fee. This Amendment No. 1 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO, relating to an exchange offer (the “Exchange Offer”) by MedQuist Holdings Inc., a Delaware corporation, to exchange shares of MedQuist Holdings Inc. common stock, par value $0.10 per share, for properly tendered and accepted shares of common stock, no par value, of MedQuist Inc., a New Jersey corporation. This transaction valuation was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by calculating the product of $9.095, the average of the bid and asked price per share of the MedQuist Inc. common stock on The NASDAQ Global Market on January 31, 2011 times 6,688,648 shares of MedQuist Inc. common stock. The number of shares of MedQuist Inc. common stock represents the maximum number of shares of common stock that are subject to the Exchange Offer.
 
**   The amount of the filing fee was computed in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $116.10 for each $1,000,000 of the value of the transaction.
 
þ   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
             
Amount Previously Paid:



Form or Registration No.:
  $5,504



Form S-4
File No. 333-170003 		  Filing Party:



Date Filed: 		  MedQuist Holdings Inc. (formerly CBaySystems
Holdings Limited)

October 18, 2010
o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ     third-party tender offer subject to Rule 14d-1.
 
o   issuer tender offer subject to Rule 13e-4.
 
o   going-private transaction subject to Rule 13e-3.
 
o   amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
 
 

 

 

INTRODUCTORY STATEMENT
     This Amendment No. 1 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (“Tender Offer Statement”) relating to the Exchange Offer by MedQuist Holdings Inc. (formerly CBaySystems Holdings Limited), a corporation organized under the laws of Delaware, to exchange shares of MedQuist Holdings Inc. common stock, par value $0.10 per share, for properly tendered and accepted shares of MedQuist Inc. common stock, no par value, on the terms and subject to the conditions set forth in this document and in the prospectus dated February 3, 2011, as amended by the prospectus dated February 11, 2011 and incorporated by reference herein as Exhibit (a)(1)(A) (the “Prospectus”) and the letter of transmittal incorporated by reference herein as Exhibit (a)(1)(B) (the “Letter of Transmittal”).
     Except as specifically set forth herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. All capitalized terms used in this Amendment No. 1 and not otherwise defined have the respective meanings ascribed to them in the Prospectus.
     The information set forth in the Prospectus and the Letter of Transmittal is incorporated herein by reference in response to all items required in this Tender Offer Statement, as more particularly described below.

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Item 12. Exhibits
     Item 12 is hereby amended as follows:
     
(a)(1)(A)
  Prospectus, dated February 11, 2011 (incorporated by reference to the Prospectus filed on February 11, 2011 pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended).
 
   
(a)(5)(C)
  Press Release, dated February 11, 2011, announcing closing of initial U.S. public offering and acquisition of additional shares.
 
   

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SIGNATURES
     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2011
         
  MEDQUIST HOLDINGS INC.
  		 
  By:   /s/ CLYDE SWOGER    
    Clyde Swoger   
    Chief Financial Officer   

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EXHIBIT INDEX
     
(a)(1)(A)
  Prospectus, dated February 11, 2011 (incorporated by reference to the Prospectus filed on February 11, 2011 pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended).
 
   
(a)(5)(C)
  Press Release, dated February 11, 2011, announcing closing of U.S. initial public offering and acquisition of additional shares.
 
   

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