On June 1, 2021 at 11:59 pm Eastern time, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR
Act), expired in connection with the previously announced proposed merger (the Merger) of Big Sky Merger Sub Inc. (Merger Sub), a Delaware corporation and wholly owned subsidiary of Microsoft
Corporation (Parent), a corporation organized under the laws of Washington, with and into Nuance Communications, Inc. (the Company), with the Company surviving the Merger as a wholly owned subsidiary of
Microsoft.
The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger. The closing of the Merger
remains subject to the satisfaction or waiver of the remaining conditions to the Merger set forth in the related Agreement and Plan of Merger (the Merger Agreement), dated as of April 11, 2021, by and among the Company,
Parent and Merger Sub, including adoption of the Merger Agreement by the Companys stockholders and the receipt of certain other regulatory approvals.
Additional Information and Where to Find It
In
connection with the transaction, the Company filed with the Securities and Exchange Commission (the SEC) a definitive proxy statement on Schedule 14A. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY HAS FILED OR WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE TRANSACTION. The definitive proxy statement and other relevant materials in connection with the transaction filed by the Company with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or
at the Companys website (http://investors.nuance.com) or by writing to Nuance Communications, Investor Relations, 1 Wayside Road, Burlington, Massachusetts, 01803.
The Company and certain of its directors and executive officers and other members of management and employees may be deemed to be participants in the
solicitation of proxies from the Companys stockholders with respect to the transaction. Information about the Companys directors and executive officers and their ownership of the Companys common stock is set forth in the definitive
proxy statement. To the extent that holdings of the Companys securities have changed since the amounts printed in the definitive proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. Information regarding the identity of the participants, and their direct or indirect interests in the transaction, by security holdings or otherwise, are set forth in the proxy statement and other materials filed with SEC in connection
with the transaction.
Forward-Looking Statements
This current report contains certain forward-looking statements within the meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995 with respect to the proposed transaction and business combination between Microsoft and Nuance, including statements regarding the benefits of the transaction, the anticipated timing of the transaction and
the products and markets of each company. These forward-looking statements generally are identified by the words believe, project, predicts, budget, forecast, continue,
expect, anticipate, estimate, intend, strategy, future, opportunity, plan, may, could, should, will,
would, will be, will continue, will likely result, and similar expressions (or the negative versions of such words or expressions). Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this current report, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect Nuances business and the price of the common stock of Nuance, (ii) the
failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Nuance and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any
event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the transaction on Nuances business relationships, operating results, and business
generally, (v) risks that the proposed transaction disrupts current plans and operations of Nuance or Microsoft and potential difficulties in Nuance employee retention as a result of the transaction, (vi) risks related to diverting
managements attention from Nuances ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us or against Nuance related to the merger agreement or the transaction, (viii) the
ability of Microsoft to successfully integrate Nuances operations, product lines, and technology, and (ix) the ability of Microsoft to implement its plans, forecasts, and other expectations with respect to Nuances business after the
completion of the proposed merger and realize additional opportunities for growth and innovation. In addition, please refer to the documents that Microsoft and Nuance file with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained in the
forward-looking statements set forth in this current report. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Microsoft and Nuance assume no
obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.