M*Modal and One Equity Partners (OEP), the private investment arm of JP Morgan Chase, have announced that Legend Acquisition Sub, an affiliate of OEP, has successfully completed its tender offer for all outstanding shares of common stock.
The shares of common stock of M*Modal for $14.00 per share, expired on Aug. 14, totaling approximately $1.1 billion. All shares that were validly tendered into the offer and not properly withdrawn will be accepted for payment and paid promptly in accordance with the terms of the offer.
The depositary for the tender offer has advised that, as of the offer's expiration, 46.48 million shares of common stock of M*Modal had been validly tendered and not properly withdrawn pursuant to the tender offer, which represents approximately 79 percent of the outstanding shares of M*Modal on a fully diluted basis.
According to a release from M*Modal and OEP, Legend Acquisition Sub intends to promptly move forward with a "short-form" merger under Delaware law after exercising its top-up option under the merger agreement and M*Modal will become a wholly owned direct subsidiary of Legend Parent (an affiliate of OEP). The merger was completed on Aug. 17.
As a result of the merger, any shares of M*Modal common stock not previously tendered will be cancelled and shall cease to exist and (except for shares held by (i) M*Modal as treasury stock, (ii) Legend Parent or Legend Acquisition Sub or (iii) any stockholder of M*Modal who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the same $14.00 per share in cash paid in the tender offer. Following the merger, M*Modal's common stock will cease to be traded on the Nasdaq Global Market.