Expected Exchange Offer (8966Z)
21 Gennaio 2011 - 1:38PM
UK Regulatory
TIDMCBAY
RNS Number : 8966Z
CBaySystems Holdings Ltd.
21 January 2011
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
For immediate release 21 January 2011
CBaySystems Holdings Ltd.
("CBaySystems", "CBay" or the "Company")
(to be renamed MedQuist Holdings Inc.),
Expected Exchange Offer
CBaySystems Holdings Limited (AIM: CBAY), a leading provider of
integrated clinical documentation solutions for the U.S. healthcare
industry, announces that it expects to commence an exchange offer
(the "Exchange Offer") of up to approximately 6.7 million shares of
its common stock ("CBay Shares") for issued and outstanding shares
of MedQuist Inc. ("MedQuist") common stock ("MedQuist Shares") that
it does not currently own or have the right to acquire. Upon the
terms and subject to the conditions of the Exchange Offer, if made,
each MedQuist Share tendered and accepted will be exchanged for one
CBay Share. The exchange ratio gives effect to CBay's previously
announced reverse share split, pursuant to which every 4.5 CBay
Shares outstanding prior to the split will convert to one CBay
Share post-split.
CBay currently owns approximately 69.5% of the outstanding
MedQuist Shares and has previously entered into an agreement with
certain MedQuist shareholders that hold, in aggregate,
approximately 12.7% of the outstanding MedQuist Shares, to exchange
one CBay Share for each MedQuist Share owned by such MedQuist
shareholders (the "Private Exchange").
The consummation of the Exchange Offer will be subject to the
satisfaction or waiver of certain conditions, including, CBay's
redomiciliation as a Delaware corporation, the completion of CBay's
proposed U.S. initial public offering and the consummation of the
Private Exchange. Assuming consummation of the Private Exchange, a
full exchange in the Exchange Offer would increase CBay's ownership
in MedQuist to 100%.
For further information please visit www.cbaysystems.com or
contact:
CBaySystems Holdings Limited
Clyde Swoger, Chief Financial Officer Tel: 1-866-295-4600 ext:
ir@cbaysystems.com 3355
Strand Hanson Limited - Nominated Tel: +44 (0) 20 7409 3494
Adviser
Rory Murphy
Liam Buswell
Buchanan Communications
Mark Court / Suzanne Brocks Tel: +44 (0) 20 7466 5000
markc@buchanan.uk.com
suzanneb@buchanan.uk.com
Important Additional Information about the Exchange Offer
A registration statement relating to the securities to be
offered in the Exchange Offer has been filed with the Securities
and Exchange Commission ("SEC") but has 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.
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 Shares are urged to read the
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.
Free copies of such documents filed with the SEC by CBay can be
obtained at the web site maintained by the SEC at www.sec.gov. and
can be obtained from CBay via the contact information set forth
above.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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