M*Modal (MModal Inc. – NASDAQ/GS: MODL) and One Equity Partners
(OEP), the private investment arm of JP Morgan Chase &
Co., today announced that Legend Acquisition Sub, Inc. has
commenced the previously announced tender offer for all of the
outstanding shares of common stock of M*Modal at a price of $14.00
per share, net to the seller in cash without interest thereon and
less any applicable withholding taxes. Legend Acquisition Sub, Inc.
and its parent company, Legend Parent, Inc., are controlled by One
Equity Partners V, L.P.
On July 2, 2012, M*Modal and OEP announced that M*Modal, Legend
Acquisition Sub, Inc. and Legend Parent, Inc. had signed a
definitive merger agreement pursuant to which the tender offer
would be made. M*Modal’s board of directors has by unanimous vote
(other than Mr. Roger L. Davenport, who was not present for the
deliberations or the vote) approved the terms of the merger
agreement, including the tender offer.
Pursuant to the merger agreement, after completion of the tender
offer and the satisfaction or waiver of all conditions, Legend
Acquisition Sub, Inc. will merge with and into M*Modal and all
outstanding shares of M*Modal’s common stock, other than shares
held by Legend Parent, Inc. or Legend Acquisition Sub, Inc. or
shares held by M*Modal’s stockholders who have validly demanded
appraisal rights under Delaware law, will be cancelled and
converted into the right to receive cash equal to the $14.00 offer
price per share, net to the seller in cash without interest thereon
and less any applicable withholding taxes. In certain cases, the
parties have agreed to proceed with a one-step merger transaction
if the tender offer is not completed.
Legend Parent, Inc. and Legend Acquisition Sub, Inc. are filing
with the U.S. Securities and Exchange Commission (SEC) today a
tender offer statement on Schedule TO, including an offer to
purchase and related letter of transmittal, setting forth in detail
the terms of the tender offer. Additionally, M*Modal is filing with
the SEC today a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things,
the recommendation of M*Modal’s board of directors that M*Modal’s
stockholders tender their shares into the tender offer.
The completion of the tender offer is subject to the receipt by
Legend Acquisition Sub, Inc. in the tender offer of at least a
majority of the shares of M*Modal’s common stock on a fully diluted
basis, the receipt of U.S. antitrust approval under the
Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and
other customary closing conditions. In the event that the minimum
tender condition is not met, and in certain other circumstances,
the parties have agreed to complete the transaction through a
one-step merger after receipt of the approval of the merger
agreement by the affirmative vote of a majority of the outstanding
shares of M*Modal’s common stock.
The tender offer and withdrawal rights are scheduled to expire
at 11:59 p.m., New York City time, on Monday, August 13, 2012,
unless extended or earlier terminated in accordance with the merger
agreement and applicable law.
About M*Modal
M*Modal is a leading provider of clinical transcription
services, clinical documentation workflow solutions, advanced
cloud-based Speech UnderstandingTM technology, and advanced
unstructured data analytics. Recognized as the largest clinical
transcription service in the U.S. with a global network of medical
editors, M*Modal also offers voice to text solutions to capture the
complete patient story, codifies the doctor’s narrative to
automatically populate EHRs and other key healthcare information
systems, delivers computer-assisted coding to support ICD-9 and the
transition to ICD-10, and provides highly advanced analytical tools
for exploring the richness within the “unstructured” narrative for
improvements in quality of care, greater physician satisfaction and
lower operational costs.
About One Equity Partners
Founded in 2001, OEP currently manages a $10 billion portfolio
of proprietary investments and commitments of JP Morgan
Chase & Co. By working in partnership with owners and
managers, OEP invests in transactions that promote strategic and
operating change, creating long-term value. OEP invests globally
and has offices in New York, Chicago, Frankfurt, Vienna, Hong Kong
and São Paulo. Visit www.oneequitypartners.com for more
information.
Forward-Looking Statements
Information provided and statements contained in this press
release that are not purely historical, such as statements
regarding expectations about the tender offer, regulatory
approvals, the expected timing of the completion of the transaction
and the ability to complete the transaction considering the various
closing conditions, are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements only speak as of the date of this press
release, and M*Modal 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. 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, the
possibility that the transaction does not close, the risk that
business disruption relating to the transaction may be greater than
anticipated, the failure to obtain any required financing on
favorable terms and other specific risk factors discussed herein
and in other releases and public filings made by M*Modal (including
filings by M*Modal with the SEC). Although M*Modal 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,
M*Modal 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.
Important Additional Information and Where to Find It
This communication is neither an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of
M*Modal or any other securities. Today, affiliates of OEP will file
a tender offer statement on Schedule TO, including an offer to
purchase, a letter of transmittal and related documents, with the
SEC. Thereafter, M*Modal will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the tender offer. The
offer to purchase shares of M*Modal common stock will only be made
pursuant to the offer to purchase, the letter of transmittal and
related documents filed with such Schedule TO. Investors and
security holders are urged to read both the tender offer statement
(including an offer to purchase, a related letter of transmittal
and the other offer documents) and the solicitation/recommendation
statement regarding the tender offer, as they may be amended
from time to time, when they become available because they will
contain important information that should be read carefully before
making any decision with respect to the tender offer. The tender
offer statement will be filed with the SEC by affiliates of OEP,
and the solicitation/recommendation statement will be filed with
the SEC by M*Modal. Investors and security holders may obtain a
free copy of these statements (when available), the merger
agreement and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov or by directing such requests
to the information agent for the tender offer. In addition, the
tender offer statement and related documentation (when available)
may be obtained for free by directing such requests to Georgeson
Inc., 199 Water Street, 26th Floor, New York, New York 10038,
Toll-Free Telephone: (888) 505-6583 or email: MModal@georgeson.com
and the solicitation/recommendation statement and related documents
(when available) may be obtained for free by directing such
requests to M*Modal at Investor Relations, 9009 Carothers Parkway,
Suite C-2, Franklin, Tennessee, or ir@mmodal.com.
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