Nuance Announces Offering of 15 Million Shares of Common Stock
BURLINGTON, Mass., December 11, 2007 – Nuance Communications, Inc. (NASDAQ: NUAN) today announced that it plans to offer in an underwritten public offering 9,600,000 shares of its common stock. Warburg Pincus, a selling stockholder, is expected to sell an additional 4,800,000 shares in the offering, and certain members of Nuance management are expected to sell an additional 600,000 shares in the offering. Nuance will not receive any proceeds from sales of shares made by selling stockholders. Nuance and Warburg Pincus expect to grant the underwriters a 30-day option to purchase up to an additional aggregate of 2,250,000 shares of common stock, or 1,125,000 shares of common stock from each.
Citi and Goldman, Sachs and Co. are acting as the joint book-running managers of the offering. Lehman Brothers and Thomas Weisel Partners will act as the lead managers of the offering and Craig-Hallum Capital Group, Needham & Company and Raymond James Financial will act as co-managers of the offering.
These shares will be issued pursuant to a currently effective shelf registration statement. This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. An offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Printed copies of the preliminary prospectus supplement and base prospectus relating to the offering may be obtained, when available, from: Citi, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220 (tel: 718-765-6732; fax: 718-765-6734) or the prospectus department of Goldman, Sachs & Co., Attn: Prospectus Department, 85 Broad Street, New York, New York 10004, via fax at 212-902-9316 or via e-mail at email@example.com.
Nuance intends to file a preliminary prospectus supplement relating to the offering with the SEC, which will be available along with the base prospectus filed with the SEC in connection with the shelf registration statement on the SEC's website at http://www.sec.gov.
About Nuance Communications, Inc.
Nuance (Nasdaq: NUAN) is a leading provider of speech and imaging solutions for businesses and consumers around the world. Its technologies, applications and services make the user experience more compelling by transforming the way people interact with information and how they create, share and use documents. Every day, millions of users and thousands of businesses experience Nuance's proven applications. For more information, please visit www.nuance.com.
Forward Looking Statements
This press release contains forward-looking statements, including statements relating to Nuance's expectations regarding the completion, timing and size of the proposed public offering. These statements are subject to significant risks and uncertainties, actual results could differ materially from those projected and Nuance cautions investors not to place undue reliance on the forward-looking statements contained in this release. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the public offering. There can be no assurance that Nuance will be able to complete the public offering on the anticipated terms, or at all. Additional risks and uncertainties relating to Nuance and its business can be found in the "Risk Factors" section of its Form 10-K for the fiscal year ended September 30, 2007 filed with the SEC, in other periodic reports filed with the SEC and in the Prospectus Supplement related to the proposed offering to be filed with the SEC. Nuance undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in Nuance's expectations.