M*Modal and One Equity Partners Announce Successful Tender Offer to Acquire M*Modal
15 August 2012 - 3:00PM
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 in connection with the previously announced
merger agreement, Legend Acquisition Sub, Inc.’s (an affiliate of
OEP) tender offer to acquire all of the outstanding shares of
common stock of M*Modal for $14.00 per share, net to the seller
thereof in cash, without interest thereon and less any applicable
withholding taxes, expired at 11:59 p.m., New York City time, on
August 14, 2012. All shares that were validly tendered into the
offer and not properly withdrawn will be accepted for payment and
paid promptly in accordance with the terms of the offer.
The depositary for the tender offer has advised that, as of the
offer’s expiration, 46,488,790 shares of common stock of M*Modal
had been validly tendered and not properly withdrawn pursuant to
the tender offer, which represent approximately 79% of the
outstanding shares of M*Modal on a fully diluted basis.
Legend Acquisition Sub, Inc. intends to promptly move forward
with a “short-form” merger under Delaware law after exercising its
top-up option under the merger agreement and M*Modal will become a
wholly owned direct subsidiary of Legend Parent, Inc. (an affiliate
of OEP). The merger is expected to be completed on or about August
17, 2012. As a result of the merger, any shares of M*Modal common
stock not previously tendered will be cancelled and shall cease to
exist and (except for shares held by (i) M*Modal as treasury stock,
(ii) Legend Parent, Inc. or Legend Acquisition Sub, Inc. or (iii)
any stockholder of M*Modal who is entitled to and properly
exercises appraisal rights under Delaware law) will be converted
into the right to receive the same $14.00 per share in cash paid in
the tender offer. Following the merger, M*Modal’s common stock will
cease to be traded on The NASDAQ Global Market.
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.
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