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On November 19, 2018, Nuance Communications, Inc. (NASDAQ: NUAN) appear its ambition to circuit off its Automotive business articulation into a new, independent, about traded aggregation (“Nuance Auto”). The standalone article will be a pure-play, next-generation automotive software company. Pursuant to the spin-off, Nuance affairs to administer Nuance Auto accepted banal as a tax-free allotment to holders of Nuance accepted banal as of almanac date to be bent by the lath of admiral of Nuance. The aftereffect will not crave a vote of Nuance shareholders. The aggregation expects to complete the aftereffect in 3Q19 (by end of FY catastrophe September 2019). Immediately afterward the transaction, Nuance shareholders will own shares of both companies and the transaction is advised to be tax-free to Nuance shareholders.

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The aftereffect is accountable to abundant conditions, including, after limitation, final approval of the Nuance lath of directors; the capability of a Registration Statement on Form 10; and, the accustomed advertisement of Nuance Auto’s accepted banal on a civic balance barter called by Nuance. Nuance intends to accredit an absolute administration aggregation and appoint associates to a abstracted lath of admiral for Nuance Auto afore the transaction is completed. Nuance expects the business to be headquartered in Boston and advance a cogent attendance in Montreal and Aachen, Germany, amid added all-around locations.

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Deal Rationale

Nuance has boarded on accomplish to transform the aggregation into a simpler and a added focused company. The aggregation is administering its investments appear the best adorable B2B markets, adorable geographies and against verticals area the aggregation has trusted relationships and has accurate compassionate of our customers’ needs and environments. As appear on November 12, 2018, Nuance is affairs its Imaging business to Kofax for a acquirement amount of $400 million, in a transaction that is accepted to abutting by end of 2Q19 (Qtr catastrophe March 2019). The aggregation is additionally spinning its automotive business and ambagious bottomward its SRS and accessories business to focus on amount advance opportunities in Enterprise and Healthcare segments.

The automotive industry is evolving rapidly as new technologies transform the commuter acquaintance through aggregate mobility, connectivity and added disciplinarian assistance. Post spin-off, Nuance Auto would be able to focus on its fast alteration automotive business and represents an important footfall in Nuance Auto’s advance and the affiliated development of its communicative AI platform. Nuance’s auto business currently competes for assets with its added segments. After the separation, Nuance Auto will be alone focused on its own befalling and appropriately is bigger positioned to advance in the accoutrement bare to accompany its advance objectives.

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Company Description

Nuance Communications, Inc. (Parent)

Nuance Communications, Inc. (NASDAQ: NUAN) is the avant-garde and baton in communicative AI innovations that accompany intelligence to accustomed assignment and life. The Aggregation delivers solutions that can understand, assay and acknowledge to animal accent to access abundance and amplify animal intelligence. With decades of area and bogus intelligence expertise, Nuance works with bags of organizations – in all-around industries that accommodate healthcare, telecommunications, automotive, banking services, and retail – to actualize stronger relationships and bigger adventures for their barter and workforce. The Company’s segments accommodate Healthcare, Mobile, Enterprise and Imaging.

The Healthcare articulation provides analytic accent and analytic accent compassionate solutions. The Company’s Mobile articulation provides a portfolio of specialized basic administration and affiliated services. The Enterprise articulation provides automatic chump solutions and services. The Imaging articulation provides software solutions that advice professionals and organizations to accretion ascendancy of their certificate and advice processes. Imaging articulation accommodate multi-function printer (MFP) browse automation solutions and MFP Print automation solutions. As appear on November 12, 2018, Nuance is affairs its Imaging business to Kofax for a acquirement amount of $400 million, in a transaction that is accepted to abutting by end of 2Q19. The aggregation recorded acquirement of $2.1 billion in FY18.

Nuance Auto (Spin-Off)

Nuance Auto specializes in communicative AI technologies that advice automotive manufacturers bear affiliated and alone adventures for drivers and passengers. Nuance Auto’s acutely integrated, customizable solutions ability acute automotive administration that are seamlessly chip into the in agent affiliated ecosystem. The business creates communicative adventures for around every automotive manufacturer, including Audi, BMW, Daimler, Fiat, Ford, GM, Hyundai, SAIC and Toyota, as able-bodied as around every above tier-one automotive supplier. Nuance Auto articles address in added than 50 actor new cars anniversary year and can be begin today in added than 200 actor cars, with articulation commands accustomed in added than 40 languages. In budgetary year 2018, which concluded September 30, 2018, the business generated $279 actor in revenue, with 7% amoebic advance and 39% articulation margin.

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