M*Modal and One Equity Partners, the private investment arm of JP Morgan Chase & Co, have announced that Legend Acquisition Sub 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. Legend Acquisition Sub and its parent company, Legend Parent are controlled by One Equity Partners V.
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.
M*Modal is a leading provider of clinical transcription services, clinical documentation workflow solutions, advanced cloud-based Speech Understanding(TM) 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 Sao Paulo.