Attached files
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8-K - FORM 8-K - Nuance Communications, Inc. | b88624e8vk.htm |
EX-99.1 - EX-99.1 - Nuance Communications, Inc. | b88624exv99w1.htm |
EX-99.3 - EX-99.3 - Nuance Communications, Inc. | b88624exv99w3.htm |
Exhibit 99.2
News Release From Nuance Communications |
||
FOR IMMEDIATE RELEASE | ||
Contact: | ||
For Investors Kevin Faulkner Nuance Communications, Inc. Tel: 408-992-6100 email: kevin.faulkner@nuance.com |
For Press and Investors Richard Mack Nuance Communications, Inc. Tel: 781-565-5000 email: richard.mack@nuance.com |
Nuance Announces Proposed $600 Million Offering
of Senior Convertible Debentures
of Senior Convertible Debentures
Notes to be Net Share Settled Upon Conversion
Proceeds to be Used for Concurrent Share Repurchases, Potential Acquisitions, and General Corporate
Purposes
BURLINGTON, Mass., October 18, 2011 Nuance Communications, Inc. (NASDAQ: NUAN) today announced
that it intends to offer, subject to market and other considerations, $600.0 million aggregate
principal amount of senior convertible debentures due 2031 (the Debentures) through an offering
to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the Securities Act).
In connection with this offering, Nuance intends to grant the initial purchasers a 30-day
over-allotment option to purchase up to an additional $90.0 million aggregate principal amount of
Debentures.
The terms of the Debentures will require Nuance to repurchase such Debentures for cash on dates to
be determined, in each case at a purchase price equal to the principal amount thereof plus accrued
and unpaid interest, if any. In addition, the terms of the Debentures will permit holders to
require Nuance to repurchase their Debentures upon the occurrence of certain fundamental changes at
a purchase price equal to the principal amount thereof plus accrued and unpaid interest, if any.
The Debentures will be convertible, subject to the satisfaction of certain conditions, into cash up
to the principal amount of the Debentures and, with respect to any excess conversion value, cash or
shares of Nuance common stock or a combination thereof, at Nuances election. The interest rate,
the initial conversion price, redemption provisions and other terms of the Debentures will be
determined by negotiations between Nuance and the initial purchasers.
Nuance intends to use a portion of the net proceeds to repurchase shares of its common stock
pursuant to a Board authorized $200.0 million stock repurchase program, including purchases in
negotiated transactions with institutional investors in the offering through one of the initial
purchasers, as Nuances agent, subject to availability, and in other privately negotiated or market
transactions following the offering. Nuance plans to use the balance of the proceeds for potential
acquisitions and other strategic transactions, and general corporate purposes, including working
capital and capital expenditures.
This announcement is neither an offer to sell nor a solicitation to buy any of the foregoing
securities, nor shall there be any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
The Debentures and the shares of common stock issuable upon conversion of the Debentures, if any,
will not be registered under the Securities Act, or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to an exemption from
the registration requirements of the Securities Act and applicable state securities laws.
Source: Nuance Communications, Inc.