Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Nuance Communications, Inc. | b88643e8vk.htm |
| EX-4.1 - EX-4.1 - Nuance Communications, Inc. | b88643exv4w1.htm |
| EX-10.1 - EX-10.1 - Nuance Communications, Inc. | b88643exv10w1.htm |
Exhibit
99.1
|
News Release From Nuance Communications |
Nuance Prices $600 Million Offering of
2.75% Senior Convertible Debentures
2.75% 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. – Nuance Communications, Inc. (NASDAQ: NUAN) today announced the pricing of an
offering of $600.0 million aggregate principal amount of its 2.75% senior convertible debentures
due 2031 (the “Debentures”). The Debentures are being offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The sale
of the Debentures is expected to close on October 24, 2011, subject to the satisfaction of
customary closing conditions. Nuance has granted the initial purchasers a 30-day option to
purchase up to an additional $90.0 million aggregate principal amount of Debentures on the same
terms and conditions to cover over-allotments, if any. Interest on the Debentures will be paid at a
rate of 2.75% per year, payable in cash semi-annually in arrears, beginning on May 1, 2012. The
Debentures will mature on November 1, 2031, unless earlier repurchased, redeemed or converted.
Holders may require Nuance to repurchase the Debentures for cash on November 1, 2017, November 1,
2021 and November 1, 2026 at a purchase price equal to the principal amount thereof plus accrued
and unpaid interest, if any. In addition, holders may 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 such Debentures, and with respect to any excess conversion value, cash
or shares of Nuance common stock or a combination thereof, at Nuance’s election. The initial
conversion rate per $1,000 principal amount of Debentures is equivalent to 30.9610 shares of common
stock, which is equivalent to a conversion price of approximately $32.30 per share of common stock,
subject to adjustment in certain circumstances. This initial conversion price represents a premium
of 37.5% relative to the last reported sale price on October 18, 2011 of Nuance’s common stock of
$23.49.
On or after November 6, 2017, Nuance may redeem for cash all or part of the Debentures, at a
redemption price equal to the principal amount thereof plus accrued and unpaid interest thereon, if
any.
The aggregate net proceeds to Nuance from the offering of the Debentures will be approximately
$587.7 million, exclusive of any proceeds attributable to the initial purchasers’ possible exercise
of their over-
allotment option. 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 Nuance’s 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.
Contact:
Nuance Communications, Inc.
For Investors
Kevin Faulkner, 408-992-6100
Email: kevin.faulkner@nuance.com
For Investors
Kevin Faulkner, 408-992-6100
Email: kevin.faulkner@nuance.com
or
For Press and Investors
Richard Mack, 781-565-5000
Email: richard.mack@nuance.com
Richard Mack, 781-565-5000
Email: richard.mack@nuance.com