BURLINGTON, Mass., Aug. 27, 2019 - 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.
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