M*Modal (MODL), One Equity Get Early Termination of HSR Act in Proposed Merger
Tweet Send to a Friend
Up)
M*Modal (MModal Inc.) (Nasdaq: MODL) and One Equity Partners (“OEP”), the private investment arm of JP Morgan Chase & Co., today announced that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to the previously announced proposed acquisition of all outstanding shares of common stock of M*Modal by Legend Acquisition Sub, Inc., a newly formed entity that is wholly owned by affiliates of OEP. Accordingly, the condition to the closing of the transactions previously disclosed with respect to the expiration or termination of the applicable waiting period under the HSR Act has been satisfied.
As previously disclosed, on July 17, 2012, Legend Acquisition Sub, Inc. commenced a cash tender offer to acquire 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. The tender offer is being made pursuant to an offer to purchase and a related letter of transmittal, each dated July 17, 2012, and a merger agreement entered into on July 2, 2012 among M*Modal, Legend Acquisition Sub, Inc. and Legend Parent, Inc. 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.
Join StreetInsider.com FREE and get immediately alerted when news breaks on your stocks and other market items - JOIN NOW
*NEW - Download StreetInsider's FREE iPhone and iPad App - Click Here
As previously disclosed, on July 17, 2012, Legend Acquisition Sub, Inc. commenced a cash tender offer to acquire 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. The tender offer is being made pursuant to an offer to purchase and a related letter of transmittal, each dated July 17, 2012, and a merger agreement entered into on July 2, 2012 among M*Modal, Legend Acquisition Sub, Inc. and Legend Parent, Inc. 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.
Join StreetInsider.com FREE and get immediately alerted when news breaks on your stocks and other market items - JOIN NOW
*NEW - Download StreetInsider's FREE iPhone and iPad App - Click Here
You May Also Be Interested In
- Sprint (S), SoftBank Receive Final State Regulatory Approval in Proposed Deal
- DISH Network (DISH) Remains Concerned Over National Security Interests in SoftBank/Sprint Deal
- Dover (DOV) Latest Diversified Industrial to Announce Streamlining; More to Follow?
Create E-mail Alert Related Categories
Corporate News, Mergers and AcquisitionsRelated Entities
JPMorgan
Login with Facebook
Sign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
