Two Trusted Partners Coming Together to Advance the Future
We believe the combination of our two companies will, over the long term, accelerate innovation and value as we intensify our industry focus at scale to
provide even better outcomes for our customers. The Nuance Executive Team, Board of Directors, and I, along with Satya Nadella, Microsofts Executive Team, and Board of Directors, are confident that, together, we can positively change the world
by empowering others with technology that helps them achieve even more!
Additional Information and Where to Find It
In connection with the transaction, Nuance Communications, Inc. (the Company) will file relevant materials with the Securities and
Exchange Commission (the SEC), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the transaction. 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 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, the preliminary proxy statement and other
relevant materials in connection with the transaction (when they become available), and any other documents 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 Companys proxy statement on Schedule 14A filed with the SEC on December 17, 2020. To the
extent that holdings of the Companys securities have changed since the amounts printed in the Companys 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, will be set forth in the proxy statement and other materials to be filed with SEC in connection
with the transaction.
Forward-Looking Statements
This communication 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 communication, 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