MedQuist extends exchange offer for all outstanding shares of common stock

MedQuist Holdings Inc. (Nasdaq: MEDH), a leading provider of integrated clinical documentation solutions for the U.S. healthcare system, today announced that it has extended the expiration date for its exchange offer for all issued and outstanding shares of MedQuist Inc. (Nasdaq: MEDQ) common stock until 5:00 p.m., New York City time, on Friday, March 11, 2011, unless further extended or earlier terminated.  The Exchange Offer had previously been scheduled to expire at 5:00 p.m., New York City time, on Friday, March 4, 2011.

At approximately 3:00 p.m., New York City time, on March 4, 2011, a total of 4,952,831 shares of common stock of MedQuist Inc., representing approximately 74% of the outstanding shares of common stock of MedQuist Inc. that MedQuist Holdings does not currently own, had been validly tendered and not withdrawn.  Those shares, together with the shares of common stock of MedQuist Inc. that MedQuist Holdings already owns, represent more than 95% of the outstanding shares of common stock of MedQuist Inc.

The expiration date of the Exchange Offer has been extended pursuant to the terms of a signed memorandum of understanding (the "MOU") providing for the settlement of previously disclosed litigation in respect of the Exchange Offer.  Under the terms of the MOU, MedQuist Holdings has also agreed that if, as a result of the Exchange Offer, it obtains ownership of at least 90% of the outstanding common stock of MedQuist Inc., MedQuist Holdings will conduct a short-form merger under applicable law to acquire the remaining shares of MedQuist Inc. common stock that it does not then own at the same exchange ratio applicable under the Exchange Offer.  MedQuist Inc. has agreed to make certain supplemental disclosures concerning the Exchange Offer, which will be contained in a filing on Schedule 14D-9 to be made by MedQuist Inc. with the Securities and Exchange Commission (the "SEC").  The settlement and dismissal of the shareholder litigation are conditioned upon, among other things, execution of a final settlement stipulation and court approval.  A copy of the MOU relating to the settlement will be filed by MedQuist Holdings as an exhibit to the Schedule TO referred to below.

The Exchange Offer is being conducted upon the terms and subject to the conditions set forth in MedQuist Holdings' Registration Statement on Form S-4 (Commission File 333-170003), filed with the SEC, the related prospectus dated February 3, 2011, amended prospectus dated February 11, 2011, letter of transmittal and related offer documents, and tender offer statement on Schedule TO, as amended.  Except for the extension of the expiration date, the other terms and conditions of the Exchange Offer remain unchanged.  As such, the exchange ratio of one share of MedQuist Holdings common stock for each share of MedQuist Inc. common stock tendered and accepted, remains unchanged.

Source:

MedQuist Holdings Inc.

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