ScanSoft and Nuance Announce Termination of Hart-Scott-Rodino Waiting Period
for Proposed Merger
BURLINGTON, Mass. and MENLO PARK, Calif., September 8, 2005 – ScanSoft,
Inc. (Nasdaq: SSFT) and Nuance Communications, Inc. (Nasdaq: NUAN) today announced
that the United States Department of Justice has granted termination of the
antitrust waiting period under the Hart-Scott-Rodino Act for the proposed merger
of Nuance with ScanSoft.
Upon closing the transaction, Nuance shareholders will receive 0.77 shares
of ScanSoft common stock, and $2.20 of cash, for each share of Nuance common
stock that they own. The transaction is presently scheduled to close on September
15, 2005, subject to satisfaction of standard closing conditions.
The combination of ScanSoft and Nuance brings together the industry’s
most comprehensive portfolio of speech applications, technologies and expertise
that will enable customers to effectively deploy innovative speech-based solutions.
The combined organization will have the technical resources and intellectual
property required to develop new and innovative speech solutions that deliver
enhanced value to customers. With leading technology, a premier partner network
and an organization dedicated to speech, the company will be able to compete
more effectively in new and expanding markets and provide value for its most
important stakeholders – its customers, partners, investors and employees.
About Nuance
In an era where a focus on the customer is essential to business success, Nuance
provides leading companies with voice-automation solutions that enable both
an outstanding customer experience and corporate cost efficiency. Nuance is
a leader in the voice automation market, providing software and solutions
to more than 1,000 companies worldwide. Nuance (Nasdaq: NUAN) is headquartered
in Menlo Park, Calif., and has offices around the world. For more information,
visit www.nuance.com or call 1-888-NUANCE-8.
About ScanSoft, Inc.
ScanSoft, Inc. (Nasdaq: SSFT) is a global leader of speech and imaging solutions
that are used to automate a wide range of manual processes – saving time,
increasing worker productivity and improving customer service. For more information
regarding ScanSoft products and technologies, please visit www.scansoft.com.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between ScanSoft
and Nuance, the closing of the proposed transaction, and any other statements
about ScanSoft or Nuance managements’ future expectations, beliefs,
goals, plans or prospects 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,” 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: the ability to consummate the proposed transaction; the ability
to recognize the expected benefits of the transaction; and the other factors
described in ScanSoft’s Annual Report on Form 10-KT for the year ended
September 30, 2004, Nuance’s Annual Report on Form 10-K for the year
ended December 31, 2004, their respective most recent quarterly reports filed
with the SEC and the Joint Proxy Statement/Prospectus relating to the transaction
dated August 1, 2005. ScanSoft and Nuance disclaim any obligation to update
any forward-looking statements as a result of developments occurring after
the date of this document.
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