Nuance Announces the Right to Convert its Convertible Debentures
August 27 2019 - 4:15PM
Nuance Communications, Inc. (NASDAQ: NUAN) (“Nuance”), a leading
provider of conversational AI, today announced that on August 27,
2019, in connection with the previously announced spin-off of
Cerence Inc. that is expected to be consummated on October 1, 2019
(the “Spin-Off”), Nuance provided notice to the holders of Nuance’s
1.00% Senior Convertible Debentures due 2035, 1.25% Senior
Convertible Notes due 2025, 1.50% Senior Convertible Debentures due
2035 and 2.75% Senior Convertible Debentures due 2031
(collectively, the “Debentures”) that the Spin-off is expected to
constitute a distribution of assets exceeding a per share value of
10% of the price per share of Nuance common stock and, as a result,
holders of the Debentures may surrender their Debentures for
conversion pursuant to the terms and conditions of the indentures
governing the Debentures at any time until the earlier of (i) 5:00
p.m., New York City time, on the business day immediately preceding
the Ex-Date (as defined in the indentures governing the Debentures)
or (ii) Nuance’s announcement that such distribution will not take
place.
Consummation of the Spin-off, however, remains subject to the
satisfaction of certain conditions, including, without limitation,
final approval by Nuance’s board of directors; the effectiveness of
the Registration Statement on Form 10 relating to the Spin-off;
and, the approved listing of Cerence’s common stock on the Nasdaq
Global Select Market.
Safe Harbor and Forward-Looking Statements
Statements in this release regarding the spin off and separation
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements
containing the words “believes,” “plans,” “anticipates,” “expects,”
"intends" or “estimates” or similar expressions) should also be
considered to be forward-looking statements. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including but not limited to: the ability to effect the
separation and spin-off of our Auto business; our ability to
successfully wind-down certain products or business lines;
fluctuations in demand for our existing and future products;
fluctuations in the mix of products and services sold in specific
periods; further unanticipated costs resulting from the FY17
malware incident including potential costs associated with
governmental investigations that may result from the incident; our
ability to control and successfully manage our expenses and cash
position; our ability to develop and execute in a timely manner our
productivity and cost initiatives; the effects of competition,
including pricing pressure, and changing business models in the
markets and industries we serve; changes to economic conditions in
the United States and internationally; the imposition of tariffs or
other trade measures particularly between the United States and
China; potential future impairment charges related to our
reorganized business reporting units; fluctuating currency rates;
possible quality issues in our products and technologies; our
ability to successfully integrate operations and employees of
acquired businesses; the ability to realize anticipated synergies
from acquired businesses and to cut stranded costs related to
divested businesses; and the other factors described in our most
recent Form 10-K, Form 10-Q and other filings with the Securities
and Exchange Commission as well as those described in Cerence’s
Registration Statement on Form 10. We disclaim any obligation to
update any forward-looking statements as a result of developments
occurring after the date of this release.
About Nuance Communications, Inc.
Nuance Communications, Inc. (NASDAQ: NUAN) is the pioneer and
leader in conversational AI innovations that bring intelligence to
everyday work and life. The company delivers solutions that
understand, analyze and respond to human language to increase
productivity and amplify human intelligence. With decades of domain
and artificial intelligence expertise, Nuance works with thousands
of organizations – in global industries that include healthcare,
telecommunications, automotive, financial services, and retail – to
create stronger relationships and better experiences for their
customers and workforce. For more information, please visit
www.nuance.com.
Trademark reference: Nuance and the Nuance logo are registered
trademarks or trademarks of Nuance Communications, Inc. or its
affiliates in the United States and/or other countries. All other
trademarks referenced herein are the property of their respective
owners.
Contact Information
For Press:
Kate Hickman Nuance Communications, Inc. Tel: 781-565-4627
Email: kathryn.hickman@nuance.com
For Investors:
Tracy Krumme Nuance Communications, Inc. Tel: 781-565-4334
Email: tracy.krumme@nuance.com
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