Legend Acquisition Commences $14/Share Tender for M*Modal (MODL)
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M*Modal (Nasdaq: MODL) and One Equity Partners (OEP), the private investment arm of JP Morgan Chase & Co., today announced that Legend Acquisition Sub, Inc. has commenced the previously announced tender offer for all of the outstanding shares of common stock of M*Modal at a price of $14.00 per share, net to the seller in cash without interest thereon and less any applicable withholding taxes. Legend Acquisition Sub, Inc. and its parent company, Legend Parent, Inc., are controlled by One Equity Partners V, L.P.
On July 2, 2012, M*Modal and OEP announced that M*Modal, Legend Acquisition Sub, Inc. and Legend Parent, Inc. had signed a definitive merger agreement pursuant to which the tender offer would be made. M*Modal’s board of directors has by unanimous vote (other than Mr. Roger L. Davenport, who was not present for the deliberations or the vote) approved the terms of the merger agreement, including the tender offer.
Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, Legend Acquisition Sub, Inc. will merge with and into M*Modal and all outstanding shares of M*Modal’s common stock, other than shares held by Legend Parent, Inc. or Legend Acquisition Sub, Inc. or shares held by M*Modal’s stockholders who have validly demanded appraisal rights under Delaware law, will be cancelled and converted into the right to receive cash equal to the $14.00 offer price per share, net to the seller in cash without interest thereon and less any applicable withholding taxes. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.
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On July 2, 2012, M*Modal and OEP announced that M*Modal, Legend Acquisition Sub, Inc. and Legend Parent, Inc. had signed a definitive merger agreement pursuant to which the tender offer would be made. M*Modal’s board of directors has by unanimous vote (other than Mr. Roger L. Davenport, who was not present for the deliberations or the vote) approved the terms of the merger agreement, including the tender offer.
Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, Legend Acquisition Sub, Inc. will merge with and into M*Modal and all outstanding shares of M*Modal’s common stock, other than shares held by Legend Parent, Inc. or Legend Acquisition Sub, Inc. or shares held by M*Modal’s stockholders who have validly demanded appraisal rights under Delaware law, will be cancelled and converted into the right to receive cash equal to the $14.00 offer price per share, net to the seller in cash without interest thereon and less any applicable withholding taxes. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.
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