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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Cbaysystems | LSE:CBAY | London | Ordinary Share | VGG1986L1022 | ORD USD0.10 (REG S) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 139.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCBAY RNS Number : 7246T CBaySystems Holdings Ltd. 01 October 2010 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. +-----------------------------------+-----------------------------------+ | | | | For immediate release | October 1, 2010 | +-----------------------------------+-----------------------------------+ CBaySystems Holdings Limited ("CBay" or "the Company") Debt Refinancing and Exchange Agreement CBaySystems Holdings Limited (AIM: CBAY), a leading provider of integrated clinical documentation solutions for the U.S. healthcare industry, announced today that it has entered into definitive agreements relating to a $310 million financing by its 69.5%-owned subsidiary, MedQuist Inc. ("MedQuist"), consisting of a $225 million senior secured credit facility and the issuance of $85 million of senior subordinated notes. The $225 million senior secured credit facility is led by General Electric Capital Corporation, as administrative agent, and SunTrust Bank, as syndication agent. The facility consists of a $200 million term loan and a $25 million revolving credit facility bearing an interest rate of LIBOR + 550 basis points and a LIBOR floor of 1.75%. In addition, the revolving credit facility bears a fee of 50 basis points on undrawn amounts. The 13% senior subordinated notes due 2016 are to be issued pursuant to a note purchase agreement with BlackRock Kelso Capital Corporation, PennantPark Investment Corporation, Citibank, N.A., and THL Credit, Inc., in an aggregate principal amount of $85 million. Focus Capital Group acted as arranger for the senior subordinated notes financing. At MedQuist's option, a portion of the interest is payable in the form of additional senior subordinated notes, in which event the interest rate would be 12% in cash and 2% in the form of additional notes. CBay has agreed to guarantee MedQuist's obligations under the senior secured credit facility and the senior subordinated notes. Lazard is acting as financial advisor to CBay and MedQuist in connection with the financing and related strategic matters. Proceeds from the financing will be used to refinance the debt incurred by MedQuist in connection with its April 2010 acquisition of the assets of Spheris, Inc. and to pay a one-time special cash dividend of $4.70 per share to all MedQuist shareholders of record as of October 11, 2010. CBay intends to use its share of the dividend proceeds to repay outstanding CBay indebtedness, including the convertible senior PIK notes due 2015 held by Koninklijke Philips Electronics. The closing of the financing and the payment by MedQuist of the special dividend are conditioned upon the satisfaction of customary closing conditions under the financing agreements, and are currently expected to occur on or about October 15, 2010. CBay also announced that it has entered into an Exchange Agreement with certain MedQuist shareholders that currently hold in the aggregate approximately 13% of MedQuist's outstanding shares. Pursuant to the Exchange Agreement, those MedQuist shareholders will receive 4.2459 CBay shares for each MedQuist share, subject to certain adjustments, and will enter into a stockholders agreement that, among other things, provides them with registration rights and contains provisions regarding their voting in the election of CBay's directors. The closing under the Exchange Agreement is conditioned upon the listing of CBay's shares on NASDAQ, the completion by CBay of an initial public offering of its shares in the United States by January 31, 2011, the reincorporation of CBay as a Delaware corporation and other conditions. CBay intends to make an offer to all MedQuist shareholders that are not parties to the Exchange Agreement to exchange their MedQuist shares for CBay shares. The detailed terms of such exchange offer, if made, will be contained in filings to be made by CBay with the U.S. Securities and Exchange Commission (the "SEC"). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. The offer to exchange CBay shares, if made, for MedQuist shares will only be made pursuant to a Registration Statement on Form S-4, a letter of transmittal and related offer documents to be filed with the SEC. INVESTORS AND SECURITY HOLDERS OF MEDQUIST ARE URGED TO READ SUCH REGISTRATION STATEMENT ON FORM S-4 AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONTEMPLATED EXCHANGE OFFER. Holders of MedQuist's shares will need to make their own decision whether to tender shares in the contemplated exchange offer. Neither CBay nor any other person is making any recommendation as to whether or not holders of MedQuist's shares should tender their shares for exchange in the contemplated exchange offer. For further information please visit www.cbaysystems.com or contact: +--------------------------------------+---------------------------+ | CBaySystems Holdings Limited | | +--------------------------------------+---------------------------+ | Clyde Swoger, Chief Financial | Tel: +1- 866-295-4600 | | Officer | ext: 3355 | | ir@cbaysystems.com | | +--------------------------------------+---------------------------+ | | | +--------------------------------------+---------------------------+ | Strand Hanson Limited - Nominated | Tel: +44 (0) 20 7409 3494 | | Adviser | | | Rory Murphy | | | Liam Buswell | | +--------------------------------------+---------------------------+ | | | +--------------------------------------+---------------------------+ | Buchanan Communications | | +--------------------------------------+---------------------------+ | Mark Court / Suzanne Brocks | Tel: +44 (0) 20 7466 | | markc@buchanan.uk.com | 5000 | | suzanneb@buchanan.uk.com | | +--------------------------------------+---------------------------+ About CBay CBay is a leading provider of integrated clinical documentation solutions for the U.S. healthcare industry. CBay serves healthcare providers with a broad range of solutions including voice capture and automated speech recognition solutions, medical transcription, document management, billing, and coding services. These services are provided to more than 2,400 health systems, hospitals and physician practices throughout the United States. The Company's services enable customers to improve the quality and timeliness of clinical data and information, reduce operational costs, increase physician satisfaction, enhance revenue cycle performance and facilitate the adoption and utilization of Electronic Health Record (EHR) systems. CBay is composed of a portfolio of businesses, including CBay Systems & Services Inc., CBay Systems (India) Private Ltd, Spheris India Private Ltd., Mirrus Systems Inc. and a majority shareholding of approximately 69.5% in MedQuist. CBay trades under the CBAY symbol on the AIM of the London Stock Exchange, while MedQuist trades under the MEDQ symbol on the NASDAQ. The information contained herein is not for publication or distribution in the United States of America. These materials do not contain or constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. 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. Other risks and uncertainties relating to our business and our financial condition are more fully described in publicly-filed documents of CBay, including CBay's Annual Reports. # # # This information is provided by RNS The company news service from the London Stock Exchange END MSCBDBDGLUGBGGB
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