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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 |
accepting CBaySystems Holdings' offer. Based on these allegations, plaintiff sought declaratory, injunctive, and monetary relief from all defendants. Plaintiff claimed that MedQuist was only named as a party to the litigation for purposes of injunctive relief. On July 14, 2008, MedQuist moved to dismiss plaintiff's amended class action complaint, arguing (1) that plaintiff's amended class action complaint did not allege that MedQuist engaged in any wrongdoing which supported a breach of fiduciary duty claim and (2) that a breach of fiduciary duty claim is not legally cognizable against a corporation. Plaintiff filed an opposition to MedQuist's motion to dismiss on July 21, 2008. On November 21, 2008, the Court granted MedQuist's motion and the motions filed by the other defendants and dismissed plaintiff's amended class action complaint with prejudice. On December 31, 2008, plaintiff filed an appeal of the trial court's dismissal order with the New Jersey Appellate Division. Thereafter, the parties briefed all the issues raised in plaintiff's appeal. In MedQuist's opposition brief, it opposed all the arguments plaintiff raised with respect to the dismissal of the claims against it. On September 24, 2009, the Appellate Division held oral argument on plaintiff's appeal. On July 1, 2010, the Appellate Division entered an Order and Opinion that affirmed the dismissal of the claims against MedQuist and two of the MedQuist director defendants, Mr. Edward Siegel and Warren E. Pinckert II. The Appellate Division reversed the dismissal of the claims against the remaining defendants Philips and certain of our former directors and remanded those claims back to the Chancery Division. As a result of the Appellate Division's July 1, 2010 Order and Opinion, MedQuist is no longer a defendant in this matter. Reseller Arbitration Demand On October 1, 2007, MedQuist received from counsel to nine current and former resellers of its products (Claimants), a copy of an arbitration demand filed by the Claimants, initiating an arbitration proceeding styled Diskriter, Inc., Electronic Office Systems, Inc., Milner Voice & Data, Inc., Nelson Systems, Inc., NEO Voice and Communications, Inc., Office Business Systems, Inc., Roach-Reid Office Systems, Inc., Stiles Office Systems, Inc., and Travis Voice and Data, Inc. v. MedQuist Inc. and MedQuist Transcriptions, Ltd. (collectively MedQuist) (filed on September 27, 2007, AAA, 30-118-Y-00839-07). The arbitration demand purports to set forth claims for breach of contract; breach of covenant of good faith and fair dealing; promissory estoppel; misrepresentation; and tortious interference with contractual relations. The Claimants allege that MedQuist breached its written agreements with the Claimants by: (i) failing to provide reasonable training, technical support, and other services; (ii) using the Claimants' confidential information to compete against the Claimants; (iii) directly competing with the Claimants' territories; and (iv) failing to make new products available to the Claimants. In addition, the Claimants allege that MedQuist made false oral representations that it: (i) would provide new product, opportunities and support to the Claimants; (ii) were committed to continuing to use Claimants; (iii) did not intend to create its own sales force with respect to the Claimants' territory; and (iv) would stay out of Claimants' territories and would not attempt to take over the Claimants business and relationships with the Claimants' customers and end-users. The Claimants assert that they are seeking damages in excess of $24.3 million. MedQuist also moved to dismiss MedQuist Inc. as a party to the arbitration since MedQuist Inc. is not a party to the Claimants' agreements, and accordingly, has never agreed to arbitration. The AAA initially agreed to rule on these matters, but then decided to defer a ruling to the panel of arbitrators selected pursuant to the parties' agreements (Panel). In response, MedQuist informed the Panel that a court, not the Panel, should rule on these issues. When it appeared that the Panel would rule on these issues, MedQuist initiated a lawsuit in the Superior Court of DeKalb County (the Court) and requested an injunction enjoining the Panel from deciding these issues. The Court denied the request, and indicated that a new motion could be filed if the Panel's ruling was adverse to MedQuist Inc. or MedQuist Transcriptions, Ltd. On May 6, 2008, the Panel dismissed MedQuist Inc. as a party, but ruled against MedQuist opposition to a consolidated arbitration. MedQuist asked the Court to stay the arbitration in order to review that decision. The Court initially granted the stay, but later lifted the stay. The Court did not make any substantive rulings regarding consolidation, and in fact, left that decision and others to the assigned judge, who was unable to hear those motions. Accordingly, until further order of the Court, the arbitration will proceed forward. MedQuist filed an answer and counterclaim in the arbitration, which generally denied liability. In the lawsuit, the defendants filed a motion to dismiss alleging that it's complaint failed to state an actionable claim for relief. On July 25, 2008, MedQuist filed its response which opposed the motion to dismiss in all respects. On September 10, 2008, the Court heard argument on defendants' motion to dismiss. The Court did not issue a decision, but rather, took the matter under advisement. During discovery in the arbitration, Claimants repeatedly modified the individual damage claims and asserted two alternative damage theories. Claimants did not specify what the two alternative damage theories were, but stated that they were seeking alternative damage amounts for each Claimant. The Panel issued a Revised Scheduling Order, which tentatively scheduled the arbitration to begin in February 2010. On March 31, 2010, the parties entered into a Settlement Agreement and Release pursuant to which MedQuist paid the Claimants $500 on April 1, 2010 to resolve all claims. Under the Settlement Agreement and Release, (i) the parties exchanged mutual releases, (ii) the arbitration and related state court litigation were dismissed with prejudice and (iii) MedQuist did not admit to any liability or wrongdoing. MedQuist accrued the entire amount of this settlement as of December 31, 2009. SEC Investigations of Former MedQuist Officer With respect to MedQuist's historical billing practices, the SEC is pursuing civil litigation against its former chief financial officer, whose employment with MedQuist ended in July 2004. Pursuant to its bylaws, MedQuist has indemnification obligations for the legal fees for its former chief financial officer. 8. Investment in A-Life Medical, Inc. (A-Life) The Company has an investment in A-Life of $10,541 and $9,996 as of June 30, 2010 and December 31, 2009. The Company's investment is accounted for under the equity method as it owned approximately 32% of the outstanding ownership as of June 30, 2010 and December 31, 2009. During the six months ended June 30, 2010 A-Life recorded a change in estimate related to its purchase accounting of an acquisition. The Company's share of the impact from the change in estimate was approximately $440 which is included in the Equity in income of affiliated company. The investment in A-Life is included in Other assets in the accompanying consolidated balance sheets. 9. Acquisition of Spheris On April 22, 2010, the Company through its subsidiary MedQuist and CBay Inc (the "Purchasers"), completed the acquisition of substantially all of the assets of Spheris, Inc. ("Spheris") and certain of its affiliates including Spheris India Private Limited ("SIPL") (collectively with Spheris and SIPL, the Sellers), pursuant to the terms of the Stock and Asset Purchase Agreement (the "Purchase Agreement") entered into between the Purchasers and Sellers on April 15, 2010 for $112.4 million. Spheris provides medical transcription services in the United States. Costs incurred for the Acquisition and direct integration costs are included in the line item Acquisition and integration related charges on the accompanying statements of operations. The Acquisition was funded from the proceeds of new credit facilities. See Note 10 for a description of the Acquisition financing. The acquired business contributed net revenues of $26.4 million and a net loss of $4.5 million, inclusive of $6.0 million of Acquisition and integration charges and $1.2 million of amortization of acquired intangibles, to the Company for the period from April 22, 2010 to June 30, 2010. The following unaudited pro forma summary presents the consolidated information of the Company as if the business combination had occurred at the beginning of each period. +-------------------------------------------+----------+---------+-+---------+ | | | Pro Forma three | | | | months ended | | | | June 30, | +-------------------------------------------+----------+---------------------+ | | | 2010 | | 2009 | +-------------------------------------------+----------+---------+-+---------+ | Net revenues | $ | 120,181 |$ | 133,864 | +-------------------------------------------+----------+---------+-+---------+ | Net income attributable to CBaySystems | | 1,021 | | 1,175 | | Holdings Limited | | | | | +-------------------------------------------+----------+---------+-+---------+ | Net income per share attributable to | | | | 0.00 | | CBaySystems Holdings Limited (Basic) | | | | | | | | 0.00 | | |
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