NUANCE COMMUNICATIONS, INC. Item 8.01 Other Events.
On
The expiration of the waiting period under the HSR Act satisfies one of the
conditions to the closing of the Merger. The closing of the Merger remains
subject to the satisfaction or waiver of the remaining conditions to the Merger
set forth in the related Agreement and Plan of Merger (the "Merger Agreement"),
dated as of
Additional Information and Where to Find It
In connection with the transaction, the Company filed with the
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 Company's stockholders with respect to the
transaction. Information about the Company's directors and executive officers
and their ownership of the Company's common stock is set forth in the definitive
proxy statement. To the extent that holdings of the Company's securities have
changed since the amounts printed in the definitive proxy statement, such
changes have been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the
Forward-Looking Statements
This current report 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 current report, 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 Nuance's 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 Nuance's 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 management's attention from
Nuance's 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 Nuance's operations, product lines, and technology, and (ix) the
ability of Microsoft to implement its plans, forecasts, and other expectations
with respect to Nuance's business after the completion of the proposed merger
and realize additional opportunities for growth and innovation. In addition,
please refer to the documents that Microsoft and Nuance file with the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101).
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