Private equity backed holding company enters into agreement to acquire
Philips' share in MedQuist
MOUNT LAUREL, N.J., May 22 /PRNewswire-FirstCall/ -- MedQuist Inc. (Pink Sheets: MEDQ) today announced that earlier today Koninklijke Philips Electronics N.V. (Philips), MedQuist's majority shareholder, announced that it has reached an agreement to sell its approximately 69.5% ownership interest in MedQuist to CBaySystems Holdings Ltd., a publicly traded, AIM listed holding company with a portfolio of investments in medical transcription, healthcare technology, and healthcare financial services, for $11.00 per share.
The sale of Philips' stake in MedQuist is expected to close during the third quarter of 2008, and is conditional upon applicable regulatory approvals, approval by CBaySystems Holdings shareholders at a general meeting of shareholders, and the fulfillment of specific closing conditions. In connection with this transaction, Philips will receive a combination of cash and a promissory note equaling in the aggregate to approximately $7.50 per share (minus any per share cash dividend paid by MedQuist prior to closing). The remaining per share consideration of approximately $3.50 per share will be paid to Philips in the form of a 7-year bond convertible into common shares of CBaySystems Holdings.
On the closing of the sale of Philips' stake, the Governance Agreement between Philips and MedQuist, which, among other things, requires three independent members on the current MedQuist board of directors, will terminate in accordance with its terms. The agreement between Philips and CBaySystems Holdings provides for the resignation of the Philips directors on the MedQuist board of directors and their replacement by CBaySystems Holdings' designees in connection with the closing.
Today's announcement by Philips follows a November 2, 2007
announcement, in which Philips indicated its intention to proceed with the
|SOURCE MedQuist Inc.|
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