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M*Modal to be acquired for USD1.1bn by One Equity Partners

M*Modal, a provider of clinical documentation services and speech understanding solutions, is being acquired by One Equity Partners, the private investment arm of JP Morgan Chase, for USD14.00 per share in an all-cash transaction.

The transaction is valued at approximately USD1.1bn.

Under the terms of the agreement, which was unanimously approved by M*Modal’s board of directors, M*Modal shareholders will receive USD14.00 in cash for each outstanding share of M*Modal common stock they own representing an 8.3 per cent premium over the closing price on 2 July 2012, the last full trading day before today’s announcement, a 19.3 per cent premium over the 180-day volume weighted average closing price of M*Modal common stock ending on such date and a 33.8 per cent premium over the 52-week volume weighted average closing price of M*Modal common stock ending on such date.

The deal is expected to close during the third quarter of 2012.

"M*Modal continues to reach major milestones in technological innovation, product leadership and customer successes," says Vern Davenport, chairman and chief executive of M*Modal. "One Equity Partners matches our passion and drive, and we believe will be the right financial partner to accelerate our strategic goals and further enhance our leadership position as the entire industry focuses on improving the cost and quality of care. Our focus is and will continue to be on serving customers through our clinical documentation services and Speech Understanding solutions that unlock value from the ‘unstructured’ clinical narrative."

Under the terms of the agreement, it is anticipated that affiliates of One Equity Partners will commence a tender offer for all of the outstanding shares of M*Modal not later than 17 July 2012. M*Modal’s board of directors has unanimously recommended that M*Modal’s shareholders tender their shares into the offer.

If the tender offer is completed, untendered shares of M*Modal will be converted in the merger into the right to receive the same USD14.00 per share price paid in the tender offer. One Equity Partners has secured committed financing, consisting of a combination of equity and debt financing, to purchase all of the outstanding shares and refinance existing indebtedness, subject to certain customary closing conditions.

Under the terms of the agreement, the deal is conditioned upon satisfaction of the minimum tender condition of a majority of the shares of the company’s common stock on a fully diluted basis or shareholder approval, the receipt of US antitrust approval under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and other customary closing conditions.

Investment funds affiliated with S.A.C. Private Capital Group, collectively M*Modal’s largest shareholder owning approximately 31 per cent of M*Modal’s outstanding shares in the aggregate, have agreed to tender their shares into the offer and to support the transaction. S.A.C. PCG is a private equity firm managed by the founders of Siris Capital Group.

"M*Modal presents a unique opportunity to acquire a market leader in clinical documentation at a time when the company has successfully released its new generation of speech understanding solutions for healthcare," says Dick Cashin (pictured), managing partner of One Equity Partners. "We will support M*Modal’s outstanding management team to invest in and build on M*Modal’s reputation for technical innovation and quality products and services as the company ramps up its delivery of powerful new solutions to enhance the processing and understanding of healthcare information."

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