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. (an affiliate of
OEP) has extended the expiration of its 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, to 11:59 p.m., New York
City time, on August 14, 2012, unless further extended in
accordance with the terms of the merger agreement.
The tender offer was previously scheduled to expire at 11:59
p.m., New York City time, on August 13, 2012. All other
terms and conditions of the tender offer remain unchanged.
The depositary for the tender offer has indicated that as of the
close of business on August 7, 2012, 18,676,844 shares of common
stock of M*Modal had been validly tendered and not withdrawn
pursuant to the tender offer.
On August 8, 2012, M*Modal and OEP also announced that M*Modal,
OEP and the other named defendants have today entered into a
memorandum of understanding (“MOU”) with plaintiffs’ counsel in
connection with the previously consolidated putative class action
lawsuits filed in Delaware state court in connection with the
proposed acquisition of M*Modal by affiliates of OEP.
In connection with the MOU, M*Modal, Legend Acquisition Sub,
Inc. and Legend Parent, Inc. agreed to (i) extend the expiration
date of the tender offer until at least 11:59 p.m., New York City
time, on August 14, 2012; (ii) permit M*Modal to release the 19
financial sponsors (excluding affiliates of OEP) referred to in the
solicitation/recommendation statement on Schedule 14D-9 that
entered into a confidentiality agreement with the Company between
March 16, 2012 and April 11, 2012 from the provisions of any
standstill with M*Modal and (iii) upon an adverse recommendation
change by M*Modal’s board of directors and for so long as M*Modal’s
board of directors’ recommendation is not subsequently reasserted
or reaffirmed, waive the obligations of investment entities
affiliated with S.A.C. Private Capital Group, LLC, under the
previously disclosed support agreement to, solely with respect to
50% of the shares of common stock of M*Modal owned by each such
investment entity, among other things, (A) tender their shares of
common stock of M*Modal in (and not withdraw their shares of common
stock of M*Modal from) the tender offer, (B) vote their shares of
common stock of M*Modal in favor of the adoption and approval of
the merger agreement and the transactions contemplated thereby and
(C) not vote their shares of common stock of M*Modal in favor of a
competing proposal. MModal also agreed, pursuant to the MOU, to
make certain additional disclosures that were included in the
amendment filed today with the Securities and Exchange Commission
(the “SEC”) to its solicitation/recommendation statement on
Schedule 14D-9.
The MOU reflects the parties’ agreement in principle to resolve
the allegations by the plaintiffs against M*Modal, OEP and the
other named defendants in connection with the tender offer and the
merger agreement and provides a release and settlement by the
purported class of M*Modal’s stockholders of all claims against
M*Modal, OEP and the other named defendants and their affiliates
and agents in connection with the tender offer and the merger
agreement. The MOU and settlement are contingent upon, among other
things, approval of the Court of Chancery of the State of Delaware
and further definitive documentation. In the event that the MOU is
not approved and such conditions are not satisfied, M*Modal, OEP
and the other named defendants will continue to vigorously defend
these actions.
OEP and the other named defendants continue to believe that each
of the aforementioned lawsuits are without merit and that they have
valid defenses to all claims made by the applicable plaintiffs. The
putative class action lawsuits referred to above that are being
settled pursuant to the MOU are the three actions pending in the
Court of Chancery of the State of Delaware that have been
consolidated under the caption In re MModal Inc. Shareholder
Litigation.
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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