Medquist (fka MEDQ)

[learner1156]

Philips announces completion of sale of MedQuist stake to CBaySystems
(06/08/08 10:12 CET)

August 6, 2008

PHILIPS ANNOUNCES COMPLETION OF SALE OF MEDQUIST STAKE TO CBAYSYSTEMS

Amsterdam, the Netherlands – Royal Philips Electronics (AEX: PHI, NYSE: PHG) announced today it has completed the sale of its approximate 69.5% ownership interest in MedQuist Inc. (NASDAQ: MEDQ) to CBaySystems Holdings (AIM: CBAY) for a total consideration of approximately USD 285 million.

The financial results related to this transaction, which are not material to Philips, will be booked under "Discontinued Operations" in Philips' third quarter 2008 results. Pursuant to the Stock Purchase Agreement, the directors of MedQuist appointed by Philips have stepped down.

MedQuist will complement CBaySystems Holdings' existing portfolio of businesses in medical transcription, healthcare technology, and healthcare financial services, including CBay Systems & Services Inc, CBay Systems Private Ltd and Mirrus Systems.

For more information, please contact:
Joon Knapen
Philips Corporate Communications:
Tel: [phone]
Email: [e-mail]

About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a diversified Health and Well-being company, focused on improving people's lives through timely innovations. As a world leader in healthcare, lifestyle and lighting, Philips integrates technologies and design into people-centric solutions, based on fundamental customer insights and the brand promise of "sense and simplicity". Headquartered in the Netherlands, Philips employs approximately 133,000 employees in more than 60 countries worldwide. With sales of EUR 27 billion in 2007, the company is a market leader in cardiac care, acute care and home healthcare, energy efficient lighting solutions and new lighting applications, as well as lifestyle products for personal well-being and pleasure with strong leadership positions in flat TV, male shaving and grooming, portable entertainment and oral healthcare. News from Philips is located at www.philips.com/newscenter.

About CBaySystems Holdings
CBaySystems Holdings is the holding company for a portfolio of businesses, including CBay Systems & Services Inc, CBay Systems Private Ltd, and Mirrus Systems, that provide medical transcription, healthcare technology, and healthcare financial services to the U.S. healthcare industry. CBaySystems Holdings trades under the CBAY symbol on the AIM market of the London Stock Exchange.

[learner1156]

I GOT THE DIVIDEND!!!!!!!

I have 100 shares of MEDQ, and $275 was put into my brokerage account today!

Wow! I am really excited!!!!

[learner1156]

Yes, as long as we get through the July 31st court date, we get it on August 4th.

[jimmybob]

DIVI pays for shareholders as of today... GL ALL

[learner1156]

NEWS

LONDON (Thomson Financial) - CBaySystems Holdings Ltd. said its shares have been restored to trading on AIM after it published an admission document regarding its subsidiary CBay Inc. acquiring a 69.5 percent holding in MedQuist Inc. from Koninklijke Philips Electronics N.V.

CBaySystems said the acquisition, which values values Philips' shareholding in MedQuist at approximately $287 million, or $11.00 per MedQuist share, is expected to be complete in early August.

The acquisition, which constitutes a reverse takeover, is conditional on the passing of a resolution by shareholders at an EGM, to be held on Aug 5.

CBaySystems also said it is still facing U.S. legal action to halt the purchase of the stake in MedQuist, which is one of the world's largest medical transcription service organizations.

On June 30, Newcastle Partners, L.P., derivatively on behalf of MedQuist, filed an action against Philips, CBaySystems, a former director of MedQuist and four current directors of MedQuist.

The complaint alleges that four of the current MedQuist directors of MedQuist breached their fiduciary duties to MedQuist and its minority shareholders in connection with the proposed sale of Philips' shares in MedQuist to CBay Inc., and that CBaySystems and CBay Inc. aided and abetted the breach by such directors of their fiduciary duties.

At a hearing on July 9, the court denied Newcastle's application for a temporary restraining order and has now scheduled a hearing on Newcastle's request for a preliminary injunction for July 31.

CBaySystems also outlined its proposals for directorship of the enlarged group Monday, where CBaySystems co-founder and chairman Venu Raman Kumar would become vice-chair and CEO, Robert Aquilina the proposed chairman and Nanda Krishnaiah the proposed executive director.

CBaySystems also said trading during the six months ended June 30 has been in line with management expectations.

[e-mail] bmi/ssa/jag/vlb

[jimmybob]

Marked ~ I'll be doing more diggin here ~ this one looks fun. Havent seen this many court cases in a filing in quite sometime.. :)

[jimmybob]

89 million in revenue, but overall loss ~ looks like someone wants to buy them for $11 a share..

Three months ended March 31,
2008 2007
% of Net % of Net
($ in thousands) Amount Revenues Amount Revenues $ Change % Change
Net revenues $ 83,725 100.0 % $ 89,066 100.0 % $ (5,341 ) (6.0 %)

Operating costs and expenses:
Cost of revenues 61,258 73.2 % 68,345 76.7 % (7,087 ) (10.4 %)
Selling, general and administrative 13,095 15.6 % 14,693 16.5 % (1,598 ) (10.9 %)
Research and development 4,119 4.9 % 3,442 3.9 % 677 19.7 %
Depreciation 2,928 3.5 % 2,539 2.9 % 389 15.3 %
Amortization of intangible assets 1,361 1.6 % 1,346 1.5 % 15 1.1 %
Cost of investigation and legal proceedings, net 6,398 7.6 % 1,741 2.0 % 4,657 267.5 %
Restructuring charges — — 256 0.3 % (256 ) (100.0 %)


Total operating costs and expenses 89,159 106.5 % 92,362 103.7 % (3,203 ) (3.5 %)


Operating loss (5,434 ) (6.5 %) (3,296 ) (3.7 %) (2,138 ) 64.9 %

Equity in income of affiliated company 16 0.0 % 260 0.3 % (244 ) (93.8 %)
Other income 438 0.5 % — — 438 n.a.
Interest income, net 1,288 1.5 % 2,102 2.4 % (814 ) (38.7 %)


Loss before income taxes (3,692 ) (4.4 %) (934 ) (1.0 %) (2,758 ) 295.3 %

Income tax provision 725 0.9 % 952 1.1 % (227 ) (23.8 %)


Net loss $ (4,417 ) (5.3 %) $ (1,886 ) (2.1 %) $ (2,531 ) 134.2 %

[jimmybob]

Looks like the CEO is some Scammer ~ looking to line his pockets ~ may be able to line ours as well...

Phillips is the CEO:

Since 2000, when Philips gained control of the Company, MedQuist’s shares have been delisted from the Nasdaq Stock Market, depriving the Minority Shareholders of an efficient marketplace in which to sell their shares. The loss of such a marketplace, of course, does not significantly affect a control shareholder, such as Philips, which has derived substantial ongoing benefits from its investment. On Philips’ watch, relative to the $51 per share price paid by Philips in 2000, the Minority Shareholders have seen the publicly traded price for their shares plummet to approximately $8.25 per share (representing an 84% difference).

Additionally, the Individual Defendants have proposed that the Company issue a significant dividend without any business purpose, other than to facilitate CBay’s financing of the purchase of Philips’ MedQuist stock.

[learner1156]

Looking at otcbb.com

7/11 $7.70
7/14 $7.28
7/15 $7.10 - $7.70
7/16 $7.31 - $7.40
7/17 $7.40 - $7.55
7/11 $7.80

Not too much volume.

[amrca]

do u know what it was trading at before the uplisting?

[the cork]

learner1156 - That's pretty much how I see it too. This will be my first foray into this field/sector so I'm gonna watch how it trades a while. The 7-25 deadline for shareholders of record to qualify for the dividend could have a tendency to run the share price up approaching that date, but who knows what happens after that.

GLTA !!


http://www.teachnet.ie/vmcmahon/history/images/corkCC.jpg

[learner1156]

What looks too good to be true is the $2.75 dividend per share. I bought 100 shares....if this dividend is actually given, I will get $275 free and clear.....and if I can then sell the shares near the purchase price, that would be an awesome profit.

However - if something looks too good to be true, it usually is.....and the fact that only 300 total shares were bought yesterday indicates that everyone but me (and a few others LOL) knows what the problem is.

[the cork]

learner1156 - Hi, just found this on the new boards list. Kudos for starting up the board.

Somehow I don't see this as a scam, although I too lack the expertise (in things medical) to know that of my own knowledge.

Their prominent position in medical transcription should seem to bode well for future business, as their clients tend to be pretty conservative institutions, that prefer dealing with "known quantities."

Given their recent spate of legal proceedings, it seems equally unlikely a scam would want to spend any more time in front of a judge than necessary. The scam would simply be exposed.

Gonna watch, DD these guys, and buy on a good dip. Looks pretty darn good, IMO!

GLTA !!



http://www.teachnet.ie/vmcmahon/history/images/corkCC.jpg

[learner1156]

I can't seem to get anyone's attention about this, so I figured I would start a board. On the surface this seems to be a no-brainer to buy, but I am not expert enough to be sure.

There has been no volume today, so perhaps it is some sort of scam or trick.....maybe the Company knows the court will never let them pay that high of a dividend.