Filed by: CBaySystems
Holdings Limited
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: MedQuist Inc.
Commission File No.: 333-170003
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
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For immediate release
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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 CBays 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, CBays redomiciliation as a Delaware corporation, the completion of CBays
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 CBays
ownership in MedQuist to 100%.
For further information please visit www.cbaysystems.com or contact:
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CBaySystems Holdings Limited
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Tel: 1-866-295-4600 ext: 3355 |
Clyde Swoger, Chief Financial Officer |
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ir@cbaysystems.com |
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Strand Hanson Limited Nominated Adviser
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Tel: +44 (0) 20 7409 3494 |
Rory Murphy |
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Liam Buswell |
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Buchanan Communications
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Tel: +44 (0) 20 7466 5000 |
Mark Court / Suzanne Brocks |
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markc@buchanan.uk.com |
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suzanneb@buchanan.uk.com |
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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.