Microsoft Corporation (NasdaqGS:MSFT) entered into a definitive agreement to acquire Nuance Communications, Inc. (NasdaqGS:NUAN) from The Vanguard Group, Inc., FMR LLC, Coatue Management, L.L.C., Viking Global Investors LP, ClearBridge Investments, LLC and others for $16.5 billion on April 11, 2021. As reported, Microsoft will acquire Nuance for $56 per share, in an all-cash transaction valued at $19.7 billion, inclusive of Nuance's net debt. Nuance Communications will pay a termination fee of $515 million. Upon completion, Nuance will remain separate company and continue business as usual in the months. Upon closing, Microsoft expects Nuance's financials to be reported as part of Microsoft's Intelligent Cloud segment. Mark Benjamin will remain Chief Executive Officer of Nuance, reporting to Scott Guthrie, Executive Vice President of Cloud & AI at Microsoft.

The transaction is subject to approval by Nuance's shareholders, the satisfaction of certain regulatory approvals, and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both Nuance and Microsoft. On June 1, 2021, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired in connection with the transaction. On June 15, 2021, Nuance shareholders approved the transaction. As of October 7, 2021, Australian Competition and Consumer Commission has concluded that it is not opposing the acquisition as it appears unlikely to become Microsoft a strong competitor to Nuance in this specialized technology of Voice recognition technology. As of December 13, 2021, Competition and Markets Authority announced to investigate the transaction. As of December 13, 2021, the deal has already received regulatory approval in the United States and Australia, without remedies given. As of December 26, 2021, European Commission has approved the merger unconditionally and the Commission concluded that the transaction would raise no competition concerns in the European Economic Area ('EEA'). The Competition and Markets Authority announced the launch of its merger inquiry by notice to the Parties on 12 January 2022 and has a deadline of 9 March 2022 for its phase 1 decision. As of March 2, 2022, the transaction has been approved by the UK's Competition and Markets Authority. The transaction is intended to close by the end of calendar year 2021. As of October 26, 2021, the transaction expected to close by the end of the second quarter or early in the third quarter of fiscal year 2022. As of January 13, 2022, the transaction is expected to complete by the end of the first calendar quarter of 2022. Microsoft expects the acquisition to be minimally dilutive (less than 1%) in fiscal year 2022 and to be accretive in fiscal year 2023 to non-GAAP earnings per share, based on the expected close timeframe. The transaction is expected to close in the third calendar quarter of 2022 of Microsoft (March, 2022) and first calendar quarter of 2022 of Nuance Communications (March, 2022). As of February 7, 2022, Given the pending transaction with Microsoft, Nuance will not be hosting a conference call, issuing Prepared Remarks, or providing financial guidance in conjunction with its first quarter 2022 earnings release.

Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Microsoft. Naveen Nataraj of Evercore Inc. (NYSE:EVR) is acting as exclusive financial advisor and provided fairness opinion to Nuance, while Scott Barshay, Rachael Coffey, Jean McLoughlin, Steven Williams, Caith Kushner, John Kennedy, counsel David Sobel, Sophia Gui, Jason Tyler, Ron Aizen, Nicole Tark, Cynthia Akard, Charles Rule, Jeannie Rhee, Daniel Howley, Steven Herzog, Rachel Fiorill, Jonathan Ashtor, Jeffrey Samuels, Patrick Karsnitz, Alyssa Wolpin, Salvatore Gogliormella, Marta Kelly and William O'Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as its legal advisors. Alan Klein, Anthony Vernace, William Allen, Lori Lesser, Greg Grogan, Jonathan Goldstein and William Brentani of Simpson Thacher & Bartlett LLP acted as legal advisors to Microsoft Corporation. Michael P. Brueck and Daniel E. Wolf of Kirkland & Ellis advised Evercore as financial advisor to Nuance Communications. David Wales of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Microsoft Corporation. American Stock Transfer & Trust Company served as transfer agent to Nuance Communications. Innisfree M&A served as proxy solicitor for Nuance Communications and will receive a fee of $75,000 plus expenses. Nuance has agreed to pay Evercore a fee for its services of approximately $70 million, of which $7 million was paid upon delivery of Evercore's opinion, and the balance of which will be payable contingent upon the consummation of the merger.

Microsoft Corporation (NasdaqGS:MSFT) completed the acquisition of Nuance Communications, Inc. (NasdaqGS:NUAN) from The Vanguard Group, Inc., FMR LLC, Coatue Management, L.L.C., Viking Global Investors LP, ClearBridge Investments, LLC and others on March 4, 2022.