Amsterdam, 15 mei 2007 – Nuance Communications, Inc. (NASDAQ: NUAN) kondigt aan dat het vandaag een definitieve overeenkomst tekende rond de overname van VoiceSignal Technologies, Inc. Deze overname zorgt ervoor dat Nuance zijn producten, oplossingen en expertise verder uitbreidt om nog beter te voldoen aan de toenemende vraag naar spraakgestuurde mobiele diensten. Nuance verwacht binnen drie jaar meer dan 1 miljard consumenten te bedienen met spraakgestuurde mobiele oplossingen.
U vindt hieronder en in bijlage meer gedetailleerde Engelstalige informatie. Peter Hauser, Senior Vice President en Stuart Potchinsky, Marketing Manager bij Nuance zijn deze namiddag beschikbaar voor interviews. U kunt hiervoor contact opnemen met Dennis Doodeman via e-mail:
dennis.doodeman@text100.nl of telefonisch: +31 20 530 43 45.
Met vriendelijke groet, / With kind regards,
Nadja van Bodegom
Account Executive
Text 100 Public Relations
T: +31 (0)20 530 43 33
D: +31 (0)20 530 43 42
E:
nadja.vanbodegom@text100.nl
Nuance to Acquire VoiceSignal Technologies
Company Expects to Deliver Mobile Device Control and Voice Search to One Billion Consumers within Next Three Years
BURLINGTON, Mass., May 15, 2007 – Nuance Communications, Inc. (NASDAQ: NUAN) today announced that it has signed a definitive agreement to acquire VoiceSignal Technologies, Inc., creating an organization with broad resources, solutions and expertise that will satisfy the accelerating demand for speech-enabled mobile devices and services. Nuance expects to serve more than one billion consumers within the next three years with voice-based mobile solutions that allow people to simply and effectively navigate, retrieve and transact across the vast and growing universe of content and services available in mobile phones, automobiles and personal navigation devices.
Nuance and VoiceSignal share a vision to make the growing list of mobile device features, content and services available to consumers through a single button and a natural voice command. With proven technology, broad industry relationships, real-world deployment experience and an organization passionate about speech technology, the combined company will be able to develop new and innovative speech solutions and mobile search capabilities to more effectively serve the rapidly expanding market for mobile services and applications.
“Today, more than two billion people worldwide rely on mobile phones to stay connected, informed and productive. We see an expanding opportunity in helping consumers to use the powerful capabilities of their phones and to access the array of content and services available on the mobile Web,” said Paul Ricci, chairman and CEO, of Nuance Communications, Inc. “We understand how to unlock the extraordinary potential of the mobile experience with speech. VoiceSignal’s roster of solutions, language experience, relationships and talented employees will help Nuance deliver on the promise of the mobile lifestyle for consumers, device manufacturers, carriers and mobile Web content providers.”
With the addition of VoiceSignal, Nuance expects to provide its solutions to more than one billion consumers within the next three years and anticipates that its total mobility revenues will exceed $125 million in fiscal year 2008. These revenues will comprise growing revenue streams from the proliferation of Nuance’s device control applications, voice search solutions, advertising-based services, transaction-based services and recurring subscription models in mobile phones, cars and personal navigation devices. The combined company will include among its mobility customers AOL, AT&T, DaimlerChrysler, Ford, Kyocera, LG, Motorola, Nokia, Palm, Rogers Wireless, Samsung, Sanyo, Sony Ericsson, Sprint, RIM, T-Mobile, Toyota and Vodafone.
Under the terms of the agreement, total consideration is approximately $293 million, net of cash, using yesterday’s closing price of $15.28 per share of Nuance common stock. The consideration comprises approximately 5.8 million shares of Nuance common stock and a net cash payment of $204 million.
The transaction is expected to close in the fiscal fourth quarter and is subject to customary closing conditions and regulatory approvals. In its fiscal year 2008, Nuance expects VoiceSignal to contribute between $55 million and $57 million in non-GAAP revenue; $40 million and $42 million in GAAP revenue; a GAAP loss between $0.04 and $0.05 per share; and non-GAAP earnings between $0.05 and $0.06 per diluted share. The combination is expected to generate approximately $8 million to $10 million in cost synergies in fiscal year 2008.
“By combining forces with Nuance, we can accelerate the realization of our common vision for mobile handsets: to eliminate the input bottleneck from small, mobile device keypads and make accessible to users the full power of mobile devices,” said Rich Geruson, CEO of VoiceSignal. “Joining Nuance’s assets with our capabilities in mobile positions the company well in the exciting, dynamic market of mobile search, where a voice interface will be the key to unlock its potential.”
Nuance and VoiceSignal possess a rich heritage of delivering mobile speech solutions that allow handset manufacturers and mobile carriers to overcome the constraints of mobile keypads and screen size, delivering new levels of convenience and accessibility. With the acquisition, Nuance expands its portfolio of speech solutions with applications, expertise and relationships designed to make it easier, safer and more productive to use mobile devices.
By combining the respective strengths and resources of Nuance and VoiceSignal, the organization is intent on improving how mobile consumers can simply use their voice to access, use and share information through a single button. Expected benefits and advances can be found in the following solutions:
- Mobile Search – Nuance and VoiceSignal have pioneered voice-based access to the vast search capabilities of the mobile Internet. Through simple commands and one-button ease, mobile users are afforded simple, convenient access to directory assistance, music, games, weather forecasts, news, sports scores, stock quotes, maps and at time special offers from advertisers.
- Mobile Messaging – There were more than one trillion mobile email, SMS or text messages sent last year and the number is expected to grow rapidly in 2007. Nuance and VoiceSignal offer solutions that allow people to dictate a message into a mobile device rather than relying on slow, “thumbs-only” input such as predictive text, triple tap or small QWERTY keypads.
- Mobile Command and Control – Voice-activated dialing and name dialing solutions can eliminate the ten to twenty “taps” or button pushes that are typically required to dial a phone number or access a certain command.
- Consumer Safety – Nuance and VoiceSignal are committed to providing solutions that make it easy and safe for people to receive text messages on a mobile phone, even when their hands or eyes are otherwise occupied. In addition, the companies will further pioneer capabilities of “spoken” names, menus, emails, Web pages or other content, making it ideal for hands-free, eyes-free use in light of emerging legislation on the use of mobile phones in automobiles.
Nuance and VoiceSignal are committed to innovation and proliferation of mobile speech and voice search solutions on a global scale. The combined company will continue to make available and support the solutions of Nuance and VoiceSignal.
In this transaction, Nuance and VoiceSignal were represented by Lehman Brothers and Goldman Sachs, respectively. VoiceSignal was backed by private equity funds Stata Venture Partners and Argonaut Private Equity.
Nuance to Host Investor Conference Call at 8:30 a.m. Today
In conjunction with this announcement, Nuance will broadcast a conference call over the Internet today at 8:30 a.m. ET. Those who wish to listen to the live broadcast should visit the Investor Relations section of the Company’s Web site at
www.nuance.com at least 15 minutes prior to the event and follow the instructions provided to ensure that the necessary audio applications are downloaded and installed. The conference call can also be heard via telephone by dialing (800) 230-1096 or (612) 288-0329 five minutes prior to the call and referencing conference code 874065. A replay of the call will be available within 24 hours of the announcement. To access the replay, dial (800) 475-6701 or (320) 365-3844 and refer to access code 874065.
About VoiceSignal Technologies, Inc.
VoiceSignal is a global leader in mobile voice technology. Since 2002 more than 110 million copies of its software in 21 languages have shipped embedded in devices from the world’s top handset manufacturers. VoiceSignal’s unique architecture is compatible with the entire range of mobile devices, from entry-level to enterprise-class devices and smart phones. VoiceSignal solutions are preferred by the largest global handset brands and specified by major operators worldwide. Additional information about the company is available at
www.voicesignal.com.
About Nuance Communications, Inc.
Nuance Communications, Inc. (NASDAQ: NUAN) is a leading provider of speech 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. 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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed business combination involving Nuance and VoiceSignal. In connection with such proposed business combination, Nuance will file a Registration Statement on Form S-4 and other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission (the "SEC"). Before making any voting or investment decisions, investors and security holders of VoiceSignal are urged to read the Form S-4 when it becomes available and any other relevant documents filed with the SEC because they will contain important information about the proposed transaction and related matters. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the Registration Statement described above. When available, you will be able to obtain the documents free of charge at the website maintained by the SEC at
www.sec.gov. In addition, you may obtain documents filed with the SEC by Nuance free of charge by contacting Nuance Investor Relations by phone at (781) 565- 5000 or by mail at 1 Wayside Road, Burlington, MA 01803.
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