Nuance initiates stockholder rights

The Nuance Communications, Inc. (NASDAQ: NUAN) board of directors has adopted a stockholder rights plan in which stockholders of record at the close of business on August 29, 2013 will receive one right for each share of Nuance common stock held on that date.

Initially, these rights will not be exercisable and will trade with the shares of Nuance common stock. If the rights become exercisable, each right will entitle stockholders to buy one one-thousandth of a share of a new series of participating preferred stock at an exercise price of USD87.00 per right. The rights plan expires on August 19, 2014.

The rights plan is intended to enable all Nuance stockholders to realize the long-term value of their investment in Nuance. It is also designed to reduce the likelihood that any person or group would gain control of Nuance through open market accumulation or other coercive takeover tactics without paying an appropriate control premium. The rights plan was not adopted in response to any current effort to acquire control of Nuance.

The rights will be exercisable only if a person or group acquires 20% or more of Nuance´s common stock in a transaction not approved by Nuance´s board of directors. In that instance, each right will entitle its holder (other than such person or members of such group) to purchase, at the exercise price, a number of shares of Nuance´s common stock having a then-current market value of twice the exercise price.

Nuance is a provider of voice and language 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. For more information, visit: nuance.com.

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