[LOGO OF MEDQUIST]
June 1, 2000
To Our Stockholders:
I am pleased to inform you that on May 22, 2000, MedQuist Inc. ("MedQuist")
entered into a Tender Offer Agreement (the "Agreement") with Koninklijke
Philips Electronics N.V., a corporation organized and existing under the laws
of the Netherlands ("Royal Philips"), pursuant to which Royal Philips commenced
today a tender offer (the "Offer") for 22,250,327 outstanding shares of
MedQuist common stock at $51.00 per share in cash. If more than 22,250,327
shares are validly tendered and not withdrawn pursuant to the Offer, the number
of shares of common stock to be purchased from each stockholder will be reduced
pro rata.
At a May 21, 2000 special meeting, your Board of Directors unanimously
determined that the terms of the Offer are fair to and in the best interests of
the stockholders of MedQuist and declared that the Offer was advisable,
approved the Agreement, the other agreements entered into in connection with
the Offer, and the transactions contemplated thereby, and recommended that the
stockholders accept the Offer and tender their shares pursuant to the Offer. In
arriving at its decision, your Board of Directors gave careful consideration to
a number of factors which are described in the enclosed Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission. The enclosed
Schedule 14D-9 describes your Board of Directors' decision and contains other
important information relating to that decision. We urge you to read it
carefully.
Accompanying this letter, in addition to the Schedule 14D-9, is Royal
Philips' Offer to Purchase, together with related materials including a Letter
of Transmittal for use in tendering shares. These documents set forth the terms
and conditions of the Offer and provide instructions as to how you can tender
your shares. We urge you to read the enclosed materials carefully and consider
all the factors set forth therein before making your decision with respect to
the Offer.
Sincerely,
Xxxxx X. Xxxxx
Chairman and Chief Executive Officer
