SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 5
to

Schedule TO

 

MedQuist Inc.

MedQuist Holdings Inc.

Shares of Common Stock, no par value per share (Title of Class of Securities)		584949101 (CUSIP Number of Class of Securities)

D. Rhett Brandon Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000		Colin Diamond Esq. White & Case LLP 1155 Avenue of the Americas New York, NY 10036 (212) 819-8200

Transaction valuation(*)		Amount of Filing Fee(**)
$60,833,253.56		$7,230

Amount Previously Paid: Form or Registration No.:		$5,504 Form S-4 File No. 333-170003		Filing Party: Date Filed:		MedQuist Holdings Inc. (formerly CBaySystems Holdings Limited) October 18, 2010

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ		third-party tender offer subject to Rule 14d-1.
o		issuer tender offer subject to Rule 13e-4.
o		going-private transaction subject to Rule 13e-3.
o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

 

 

INTRODUCTORY STATEMENT

     This Amendment No. 5 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (“Tender Offer Statement”) relating to the Exchange Offer by MedQuist Holdings Inc. (formerly CBaySystems Holdings Limited), a corporation organized under the laws of Delaware, to exchange shares of MedQuist Holdings Inc. common stock, par value $0.10 per share, for properly tendered and accepted shares of MedQuist Inc. common stock, no par value, on the terms and subject to the conditions set forth in this document and in the prospectus dated February 3, 2011, as supplemented by the prospectus dated February 11, 2011 and incorporated by reference herein as Exhibit (a)(1)(A) (the “Prospectus”) and the letter of transmittal incorporated by reference herein as Exhibit (a)(1)(B) (the “Letter of Transmittal”).

     Except as specifically set forth herein, this Amendment No. 5 does not modify any of the information previously reported on the Schedule TO. All capitalized terms used in this Amendment No. 5 and not otherwise defined have the respective meanings ascribed to them in the Prospectus.

     The information set forth in the Prospectus and the Letter of Transmittal is incorporated herein by reference in response to all items required in this Tender Offer Statement, as more particularly described below.

Item 11. Additional Information.

Item 11 is hereby amended and supplemented as follows:

     At 5:00 p.m., New York City time, on March 11, 2011, the Exchange Offer expired. Based on information from the exchange agent, a total of 5,452,402 shares of MedQuist Inc. common stock were validly tendered for exchange and not withdrawn. MedQuist Holdings has accepted all such shares of MedQuist Inc. common stock in exchange for 5,452,402 shares of MedQuist Holdings common stock, reflecting an exchange ratio of one MedQuist Holdings share for each MedQuist Inc. share. Together with the shares of MedQuist Inc. that MedQuist Holdings already owns, after acceptance of the MedQuist Inc. shares tendered for exchange, MedQuist Holdings owns 36,324,647 shares of MedQuist Inc. common stock, or approximately 97% of the issued and outstanding shares of MedQuist Inc. common stock.

     As previously announced, pursuant to a memorandum of understanding with respect to settling previously disclosed litigation in respect of the Exchange Offer, MedQuist Holdings has agreed that if, as a result of the Exchange Offer, it obtained ownership of at least 90% of the outstanding common stock of MedQuist Inc., MedQuist Holdings would conduct a short-form merger under applicable law to acquire the remaining shares of MedQuist Inc. common stock that it does not own at the same exchange ratio applicable under the Exchange Offer. The settlement and dismissal of the shareholder litigation are conditioned upon, among other things, execution of a final settlement stipulation and receipt of court approval, which have not yet occurred.

     The press release announcing the completion of the Exchange Offer is attached hereto as Exhibit (a)(5)(H).

Item 12. Exhibits

(a)(5)(H)		Press Release, dated March 15, 2011, announcing the completion of the Exchange Offer.

SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 16, 2011

EXHIBIT INDEX

(a)(5)(H)		Press Release, dated March 15, 2011, announcing the completion of the Exchange Offer.