Leading Global Proxy Advisory Firm Supports Costa Brava
Costa Brava Partnership III, L.P. ("Costa Brava") announced today
that it is pleased that the leading global proxy advisory firm
RiskMetrics/ISS Governance Services has recommended for Costa Brava in
the investment fund´s challenge at the annual meeting of shareholders
of MedQuist, Inc. (OTC: MEDQ.PK).
Costa Brava noted in RiskMetrics/ISS´s report of December 28, 2007
that the predominate global proxy advisory firm recommended that
MedQuist shareholders vote for Costa Brava´s "Blue" proxy card at
MedQuist´s annual shareholders´ meeting scheduled for December 31,
2007. The report stated "We recommend shareholders vote the Blue card.
Also, we recommend a vote FOR Seth W. Hamot and FOR Douglas E. Linton.
We recommend shareholders vote FOR proposal "2" Re: Reimburse Proxy
Contest Expenses."
At the shareholders´ meeting, all of the seats of MedQuist´s Board
of Directors are to be voted upon, and Costa Brava has proposed a
slate of six (6) independent directors to challenge the slate of
directors proposed by MedQuist and Koninklijke Philips Electronics
N.V. ("Philips") (AEX: PHI, NYSE: PHG), which consists primarily of
employees of Philips.
According to Costa Brava, the leading global proxy advisory firm
noted that corporate governance practices at MedQuist may raise some
concern and that Philips could have potentially impaired the
objectivity and independence of MedQuist´s Board of Directors.
RiskMetrics/ISS cited the November 2007 resignation of all of
MedQuist´s independent directors, which was caused by Philips´
rejection of the independent role of those directors in MedQuist´s
reaction to Philips´ public announcement to sell its stake in
MedQuist.
Elaborating in its recommendation for Costa Brava, RiskMetrics/ISS
further noted that Philips and MedQuist are not abiding by the terms
of MedQuist´s Governance Agreement, which mandates that MedQuist´s
Board shall be comprised of at least three (3) independent directors
to supervise Philips´ relationship with MedQuist.
RiskMetrics/ISS additionally opined that MedQuist´s exploration of
strategic alternatives, which was prompted by Philips´ desire to sell
its stake in MedQuist, may cater more to Philips´ interests rather
than all of MedQuist´s shareholders, which could conflict with
MedQuist´s public shareholders.
In responding to RiskMetrics/ISS´s recommendation for Costa Brava,
Andrew Siegel, Principal of Costa Brava stated "We are pleased that
since we recently obtained two court orders against MedQuist,
including an order to compel MedQuist to hold an annual meeting of
shareholders, the first annual meeting since 2003, the world´s leading
proxy advisory firm has endorsed Costa Brava´s independent nominees as
well as the reimbursement of Costa Brava´s proxy expenses. We also
acknowledge that RiskMetrics/ISS assessed that the interests of the
public stockholders of MedQuist are potentially being impaired by
Philips and that the governance of MedQuist is not conforming to the
company´s own mandate in its Governance Agreement. This void raises
critical questions of legitimacy of any corporate actions contemplated
by the Board."
About Costa Brava Partnership III, L.P.
Costa Brava is a Boston based investment fund, managed by Roark,
Rearden & Hamot Capital Management LLC. Neither Costa Brava or Roark,
Rearden & Hamot are clients of RiskMetrics Group Inc. or any of its
affiliates. Principals of Costa Brava have participated in university
level continuing education sponsored by RiskMetrics Group Inc.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY COSTA BRAVA
PARTNERSHIP III L.P. AND ITS AFFILIATES AND FROM MEDQUIST, INC. FOR
USE AT ITS ANNUAL MEETING (A) BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN
SUCH PROXY SOLICITATION, AND (B) A DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY HAVE BEEN MAILED TO STOCKHOLDERS OF MEDQUIST, INC. AND
ARE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION´S
WEBSITE AT HTTP://WWW.SEC.GOV . INFORMATION RELATING TO THE
PARTICIPANTS IN THIS PROXY SOLICITATION ARE CONTAINED IN THE SCHEDULE
14A FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY COSTA BRAVA
PARTNERSHIP III L.P. THE SCHEDULE 14A IS AVAILABLE AT NO CHARGE ON THE
SECURITIES AND EXCHANGE COMMISSION´S WEBSITE AT HTTP://WWW.SEC.GOV .