Investigation Overview
After a media report said that CBaySystems Holdings Limited intends to make an offer for the remaining shares of MedQuist Inc. an investigation for investors of MedQuist Inc. (NASDAQ:MEDQ) over possible breaches of fiduciary duty was announced.
The investigation by a law firm concerns whether certain directors and officers at MedQuist Inc. (NASDAQ:MEDQ) or others breached or will breach their fiduciary duties in connection with the takeover rumors and in the event of a buyout.
On January 21, 2011, a media report said CBaySystems Holdings Limited intends to commence an offer to exchange one share of CBay common stock for each outstanding share of MedQuist common stock that it does not currently own or have the right to acquire. CBaySystems Holdings Limited currently owns approximately 69.5% of MedQuists outstanding shares of common stock and reportedly has entered into an agreement with certain MedQuist shareholders who own approximately 12.7% of MedQuists outstanding shares of common stock to exchange one share of CBay common stock for each share of MedQuist common stock owned by such shareholders.
Shares of MedQuist Inc. are relatively unimpressed by the takeover rumor and continued trading around $9 per share in December and January. MEDQ shares rose from trading as low as $1.73 per share in January 2009 and rose up to $11.64 in October 2010.
But MedQuist has performed well for its shareholders in the past. MedQuists 12months Total Revenue over the past four years was relatively consistent with a range between $307.20million and $358.09million. Its Net Income rose from a Net Loss of $16.94million in 2006 and a Net Loss of $68.80million in 2008 to a Net Income of $23.29million in 2009. For the first three quarters in 2010 MedQuist Inc. reported a combined nine months Total Revenue of $274.44million with a combined nine months Net Income of $16.398million.
The investigation concerns whether MedQuist Board of Directors will undertake an adequate and fair sales process to obtain fair consideration for all shareholders of MedQuist Inc. (NASDAQ:MEDQ) and will breach their fiduciary duties to MedQuist (MEDQ) shareholder by failing to adequately shop the Company before entering into any transaction. A potential class action lawsuit would seek to maximize the amount of money and information MEDQ shareholders would receive in a buyout, so the law firm.