Nuance Communications, Inc. (NASDAQ: NUAN), and Zi Corporation
(NASDAQ: ZICA, TSX: ZIC) today announced an agreement under which
Nuance will acquire Zi for US$0.69 per share in a cash and stock
transaction. Zi�s solutions for mobile search and text input
complement Nuance�s portfolio of intuitive touch and speech
interfaces that simplify and enhance the way people interact with
mobile devices, applications, and services. Together, Nuance and Zi
are positioned to better address the need for text input technology
for customers and partners worldwide, especially in
Asia-Pacific.
�We believe the combination of Nuance and Zi will deliver
additional value to our collective stakeholders and accelerate
innovation for our customers and prospects,� said Steve Chambers,
president, Mobile-Enterprise & Consumer Services, Nuance. �The
two companies share a commitment to advance a portfolio of
intelligent input and search capabilities on mobile devices in more
than 80 languages and dialects to best serve our global customers
and partners.�
�Joining with Nuance delivers significant and immediate value to
our shareholders. We expect this transaction to benefit our
customers by providing them access to Nuance�s robust product line
and technical expertise across more language markets than ever
before,� said Milos Djokovic, chief executive officer, Zi
Corporation.
Under the terms of the agreement, consideration for the
transaction is approximately US$35 million, comprising
approximately US$17 million in cash and US$18 million in Nuance
common stock. Zi shareholders will receive US$0.34 in cash and,
based on Nuance�s ten day volume weighted average trading price on
the date hereof, approximately .04 shares of Nuance common stock
for each share of Zi common stock that they own. The agreed
transaction price represents a premium of approximately 73 percent
over the closing price of the common shares of Zi on NASDAQ on
November 25, 2008, being the last trading day prior to the
announcement of a tender offer by Nuance. The transaction is
expected to close in Nuance�s third fiscal quarter 2009, subject to
customary closing conditions and Zi shareholder approval.
The transaction will be completed by way of statutory Plan of
Arrangement under the Business Corporations Act (Alberta). The Plan
of Arrangement is subject to customary closing conditions, court
approval and must be approved by two thirds of the votes cast by
Zi�s shareholders at a special meeting of shareholders expected to
be held in April 2009.
The Board of Directors of Zi after receiving the recommendation
of independent directors of Zi (the �Special Committee�) has
unanimously concluded that the transaction with Nuance under the
Plan of Arrangement is in the best interests of Zi shareholders,
and unanimously recommends that shareholders of Zi vote in favor of
the transaction at the special meeting of shareholders to be held
to approve the transaction.
Zi�s directors and several members of management and Lancer
Management Group LLC, that collectively hold 18,799,198 shares
representing approximately 37 percent of Zi�s issued and
outstanding common shares, have entered into support agreements
with Nuance pursuant to which they have agreed to vote their shares
in favor of the transaction. The factors considered by the Special
Committee and the Board of Directors of Zi and other relevant
background information will be included in the Information Circular
to be mailed to Zi Shareholders in advance of the special meeting
to consider the Plan of Arrangement.
Zi Shareholders should consult their own investment dealer,
stock broker, bank manager, accountant, lawyer or other
professional advisor with respect to the transaction.
In addition, Nuance announced that it intends to terminate its
previously announced tender offer for all the outstanding common
shares of Zi. Nuance�s offer was scheduled to expire at 5:00 p.m.
(Calgary Time) on March 10, 2009. Nuance is not accepting for
payment any shares that have been tendered, and such shares will be
returned promptly to the holders who have tendered such shares. The
tender offer consideration will not be paid or become payable to
any holders of�Zi common shares pursuant to the tender offer. Under
no circumstances should�Zi common shares be tendered to Nuance and,
if tendered, such�common shares will not be accepted and will be
promptly returned to the tendering shareholder.
About Nuance Communications
Nuance (NASDAQ: NUAN) is a leading provider of speech, text 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 and professional services. For more
information, please visit www.nuance.com.
About Zi Corporation
Zi Corporation is a provider of discovery and usability
solutions for Mobile Search, Input and Advertising. Zi
Corporation�s products offers innovative ways for mobile operators
to showcase new services and content to their subscribers, while
encouraging users to get the most out of their communication
devices. Increased device usage can help mobile operators drive
additional revenues and lead to improved customer retention. For
more information, please visit www.zicorp.com.
Nuance and the Nuance logo are trademarks or registered
trademarks of Nuance Communications, Inc. or its affiliates in the
United States and/or other countries. All other company names or
product names may be the trademarks of their respective owners.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction
between Nuance and Zi, the expected timetable for completing the
transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined
company, expectations regarding the value and benefits of the
transaction and the combined company�s technology to stakeholders
and customers, expectations that the merger will be neutral to
mildly accretive to Nuance�s non-GAAP results, future expectations
regarding the solutions of the combined company, demand for speech
solutions, and any other statements about Nuance or Zi managements�
future expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other applicable
securities laws. Any statements that are not statements of
historical fact (including statements containing the words
�believes,� �plans,� �anticipates,� �expects,� estimates and
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: the
ability to consummate the transaction; the ability of Nuance to
successfully integrate Zi�s operations and employees; the ability
to realize anticipated synergies and cost savings; the failure of
the acquisition to be neutral to mildly accretive in fiscal 2009;
the failure to retain customers; general economic conditions;
performance of the market sectors that Nuance and Zi serve; and,
the other factors described in Nuance�s Annual Report on Form 10-K
for the year ended September�30, 2008 and its most recent quarterly
reports filed with the United States Securities and Exchange
Commission (�SEC�) and Zi�s filings with the Canadian provincial
securities regulators. Each of Nuance and Zi disclaims any
intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this
document.
ADDITIONAL INFORMATION
Security holders are urged to read the proxy circular regarding
the proposed transaction filed by Zi Corporation when it becomes
available, because it will contain important information about the
proposed transaction. Security holders will be able to obtain a
free copy of the proxy circular, as well as other relevant
materials (when they become available), and any and all documents
filed by Nuance or Zi, may be obtained free of charge at the SEC�s
web site at www.sec.gov or for documents filed by Zi at the
Canadian Securities Administrators� (�CSA�s�) web site at
www.sedar.com. In addition, security holders may obtain free copies
of documents filed with the SEC by Nuance by directing a written
request to Nuance, at 1 Wayside Road, Burlington, Massachusetts
01803, Attn: Investor Relations. A material change report, which
provides more details on the transaction and the arrangement
agreement will be filed by Zi with Canadian securities regulators
shortly and will be available under Zi�s profile at www.sedar.com
and at Zi's website at www.zicorp.com. SECURITY HOLDERS ARE URGED
TO READ THE PROXY CIRCULAR AND THE OTHER RELEVANT MATERIALS WHEN
THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO
THE PROPOSED TRANSACTION.
This communication shall not constitute solicitation of a proxy,
an offer to purchase nor a solicitation of an offer to sell shares
of Zi. The Nuance shares to be issued in the proposed transaction
have not been and will not be registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements. Nuance intends to issue such Nuance
shares pursuant to the exemption from registration set forth in
Section 3(a)(10) of the Securities Act.
PARTICIPANTS IN THE SOLICITATION
Nuance, Zi and their respective executive officers, directors
and significant shareholders may be deemed to be participants in
the solicitation of proxies from the security holders of Zi in
connection with the proposed transaction. Information about the
executive officers and directors of Nuance and their ownership of
Nuance common stock is set forth in the proxy statement for
Nuance�s 2009 Annual Meeting of Stockholders, which was filed with
the SEC on January 2, 2009. Information about the executive
officers and directors of Zi and their ownership of Zi common
shares is set forth in the Management Information Circular for Zi�s
2008 Annual Meeting of Shareholders, which was filed with the CSA
on May 7, 2008. Security holders may obtain additional information
regarding the direct and indirect interests of Nuance, Zi and their
respective executive officers, directors and significant
shareholders in the transaction by reading the proxy statement or
Management Information Circular, as applicable, referred to
above.
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