Exhibit (a)(5)
Offer to Purchase for Cash
22,250,327 Shares of Common Stock
of
MedQuist Inc.
at
$51.00 Net Per Share
by
Koninklijke Philips Electronics N.V.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, JUNE 28, 2000 UNLESS THE OFFER IS EXTENDED.
June 1, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies And Other Nominees:
We have been appointed by Koninklijke Philips Electronics N.V., a company
incorporated under the laws of the Netherlands ("Purchaser"), to act as Dealer
Manager in connection with Purchaser's offer to purchase 22,250,327 shares of
common stock, no par value (the "Shares"), of MedQuist Inc., a New Jersey
corporation ("MedQuist"), at $51.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated June 1, 2000, and in the related Letter of Transmittal (which, as they
may be amended or supplemented from time to time, together constitute the
"Offer") copies of which are enclosed herewith. Please furnish copies of the
enclosed materials to those of your clients for whose accounts you hold Shares
registered in your name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated June 1, 2000.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
may be used to tender Shares.
3. A letter to shareholders of MedQuist from David A. Cohen, Chairman
and Chief Executive Officer, together with a Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange
Commission by MedQuist and mailed to shareholders of MedQuist.
4. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if the procedures for tendering Shares set forth in the Offer to
Purchase cannot be completed prior to the Expiration Date (as defined in
the Offer to Purchase).
5. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to the Depositary.
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WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
WEDNESDAY, JUNE 28, 2000, UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $51.00 per Share, net to the seller in cash,
without interest thereon, as set forth in the Introduction to the Offer to
Purchase.
2. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not properly withdrawn prior to the Expiration Date
(as defined in the Offer to Purchase) at least 22,250,327 Shares, (ii) the
termination or expiration of the waiting period under the HSR Act (as
defined in the Offer to Purchase) and (iii) certain other conditions. See
the Introduction and Sections 1--"Terms of the Offer" and 13--"Certain
Conditions of the Offer" of the Offer to Purchase.
3. The Offer is being made for 22,250,327 Shares.
4. Tendering holders of Shares ("Holders") whose Shares are registered
in their own name and who tender directly to the American Stock Transfer &
Trust Company, as depositary (the "Depositary"), will not be obligated to
pay brokerage fees or commissions or, except as set forth in Instruction 6
of the Letter of Transmittal, transfer taxes on the purchase of Shares by
the Purchaser pursuant to the Offer. However, federal income tax backup
withholding at a rate of 31% may be required, unless an exemption is
available or unless the required tax identification information is
provided. See Instruction 9 of the Letter of Transmittal.
5. The Offer and the withdrawal rights will expire at 12:00 midnight,
New York City time, on Wednesday, June 28, 2000, unless the Offer is
extended.
6. At a meeting held on May 21, 2000, the board of directors of MedQuist
unanimously determined that the terms of the Offer are fair to, and in the
best interests of, the shareholders of MedQuist, and approved the Tender
Offer Agreement and the other agreements described in the Offer to
Purchase. The board of directors recommends that MedQuist's shareholders
accept the Offer and tender their Shares in the Offer.
7. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) certificates evidencing such Shares (the
"Certificates") or, if such Shares are held in book-entry form, timely
confirmation of a Book-Entry Transfer (a "Book-Entry Confirmation") of such
Shares into the account of the Depositary, at The Depository Trust Company,
(ii) a properly completed and duly executed Letter of Transmittal or a copy
thereof with any required signature guarantees (or, in the case of a Book-
Entry Transfer, an Agent's Message (as defined in the Offer to Purchase) in
lieu of the Letter of Transmittal) and (iii) any other documents required
by the Letter of Transmittal. Accordingly, tendering Holders may be paid at
different times depending upon when Certificates for Shares or Book-Entry
Confirmations with respect to Shares are actually received by the
Depositary. Under no circumstances will interest be paid on the purchase
price of the Shares to be paid by the Purchaser, regardless of any
extension of the Offer or any delay in making such payment.
In order to take advantage of the Offer, Certificates, as well as a Letter
of Transmittal (or copy thereof), properly completed and duly executed with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message in lieu of the Letter of Transmittal), and all other documents
required by the Letter of Transmittal must be received by the Depositary, all
in accordance with the instructions set forth in the Letter of Transmittal and
the Offer to Purchase.
Any Holder who desires to tender Shares and whose Certificate(s) evidencing
such Shares are not immediately available, or who cannot comply with the
procedures for Book-Entry Transfer described in the Offer to Purchase on a
timely basis, may tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3--"Procedures for Tendering Shares" of the Offer
to Purchase.
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The Purchaser will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the Dealer Manager, the Depositary and the Information Agent as described in
the Offer to Purchase). The Purchaser will, however, upon request, reimburse
you for customary mailing and handling expenses incurred by you in forwarding
any of the enclosed materials to your clients. The Purchaser will pay or cause
to be paid any transfer taxes with respect to the transfer and sale of
purchased Shares to it or its order pursuant to the Offer, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Goldman, Sachs & Co., the Dealer Manager for the Offer, at 85 Broad Street, New
York, New York 10004, telephone numbers (212) 902-1000 (call collect) or (800)
323-5678 (call toll free), or to Morrow & Co., Inc., the Information Agent for
the Offer, at (800) 566-9061.
Requests for copies of the enclosed materials may also be directed to the
Dealer Manager or to the Information Agent at the above addresses and telephone
numbers.
Very truly yours,
Goldman, Sachs & Co.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, MEDQUIST, THE DEALER MANAGER, THE
DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND
THE STATEMENTS CONTAINED THEREIN.
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