M*Modal and One Equity Partners Announce Early Termination of HSR Waiting Period
24 Julio 2012 - 8:15AM
Business Wire
M*Modal (MModal Inc.) (NASDAQ/GS: MODL) and One Equity Partners
(“OEP”), the private investment arm of JP Morgan Chase &
Co., today announced that the Federal Trade Commission has granted
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”),
relating to the previously announced proposed acquisition of all
outstanding shares of common stock of M*Modal by Legend Acquisition
Sub, Inc., a newly formed entity that is wholly owned by affiliates
of OEP. Accordingly, the condition to the closing of the
transactions previously disclosed with respect to the expiration or
termination of the applicable waiting period under the HSR Act has
been satisfied.
As previously disclosed, on July 17, 2012, Legend Acquisition
Sub, Inc. commenced a cash tender offer to acquire 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. The tender offer is being
made pursuant to an offer to purchase and a related letter of
transmittal, each dated July 17, 2012, and a merger agreement
entered into on July 2, 2012 among M*Modal, Legend Acquisition Sub,
Inc. and Legend Parent, Inc. 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.
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. The completion of the tender offer
remains subject to certain conditions as described in the tender
offer statement on Schedule TO filed by affiliates of OEP with the
Securities and Exchange Commission (the “SEC”) on July 17,
2012.
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, 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. The offer to purchase shares of
M*Modal common stock has been made pursuant to a tender offer
statement on Schedule TO, containing the offer to purchase, the
letter of transmittal and related offer documents, filed by
affiliates of OEP with the SEC on July 17, 2012. M*Modal filed a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer with the SEC on July 17, 2012.
Investors and security holders are urged to read both the tender
offer statement (including the offer to purchase, the letter of
transmittal and related offer documents) and the
solicitation/recommendation statement regarding the tender offer,
as they may be amended from time to time, because they contain
important information that should be read carefully before making
any decision with respect to the tender offer. Investors and
security holders may obtain a free copy of these statements, 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 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 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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