Nuance Communications Creates Holders Rights Plan, Seeks to Reduce Chance of Coercive Takeover Tactics

Nuance Communications, Inc.

today announced that its Board of Directors has adopted a stockholder rights plan (the “Rights Plan”). Under the Rights Plan, 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 $87.00 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. In addition, if after a person or group acquires 20% or more of Nuance's common stock, Nuance merges into another company, an acquiring entity merges into Nuance or Nuance sells or transfers more than 50% of its assets, cash flow or earning power, then each right will entitle its holder to purchase, for the exercise price, a number of shares of common stock of the person engaging in the transaction having a then-current market value of twice the exercise price. In all cases, rights held by any person or group whose actions trigger the Rights Plan would become void and not be exercisable. Nuance's Board of Directors may redeem the rights for $0.001 per right at any time before an event that causes the rights to become exercisable. Additional details about the Rights Plan will be contained in a Form 8-K to be filed by Nuance with the Securities and Exchange Commission.