Nuance to raise $175 million from Warburg; TomCo takes £5 million equity line; Vantage sells stock

By Kenneth Lim

Boston, Jan. 15 - Nuance Communications Inc. plans to raise $175 million through a stock placement to fund potential mergers and acquisitions and for general purposes.

TomCo Energy plc negotiated a £5 million equity facility to help develop a project in southern Israel.

EP Global Communications, Inc. extended the maturity of its secured convertible debentures as part of a recapitalization plan.

Vantage Drilling Co. sold $8 million of its common stock to a director's investment company to help secure a performance bond and for general purposes.

Nuance to sell stock

Nuance Communications plans to place $175 million of its common stock to private equity investor Warburg Pincus.

The placement comprises about 17.4 million common shares at $10.06 apiece. Warburg will also receive a warrant for about 3.86 million shares exercisable at $11.57 for four years.

Nuance common stock (Nasdaq: NUAN) closed at $10.33 on Thursday, up by 12.53% or $1.15. The company has a market capitalization of $2.5 billion.

Proceeds will be used for general corporate purposes and potential merger and acquisition activity.

Nuance Communications is a Burlington, Mass.-based speech and imaging technology company.

"Warburg Pincus has enjoyed a long and rewarding relationship with Nuance and we're pleased with the opportunity to invest further in support of the company," Warburg managing director Pat Hackett said in a press release.

"Nuance has a track record of leadership and presents a high-quality investment opportunity in speech technologies and applications, markets that are demonstrating long-term growth."

TomCo takes £5 million facility

TomCo Energy arranged a three-year £5 million equity line of credit with GEM Global Yield Fund Ltd.

TomCo may draw down on the facility in tranches of shares up to five times the 15-day average daily trading volume. The shares will be bought by GEM at 90% of the shares' average closing bid price over the 15 trading days immediately following the drawdown.

The company has a market capitalization of £5.1 million. TomCo common stock (LSE: TOM) closed at 0.95p on Thursday, up by 58.33% or 0.35p.

GEM also received warrants for about 34.67 million shares. The warrants are exercisable at 1.5p for three years.

GEM retains the right to buy between 50% and 200% of any requested amount of shares.

Proceeds will be used in the development of the Heletz-Kokav-Brur Oil Fields in Southern Israel and for general working capital purposes.

Isle of Man, United Kingdom-based TomCo is engaged in acquiring participations in shallow producing oil wells and drilling prospects.

"We are extremely pleased with this arrangement which fits well into our overall financing strategy and it is good to be able to have certainty of funds in such uncertain times," TomCo chief executive Howard Crosby said in a statement.

"This facility will help to give TomCo the ability to fulfill our plan for the development of the Heletz fields where the medium term target is to bring the field production up to at least 300 barrels of oil per day and the award of a 30 years production lease and this facility with GEM will also move the company forward in other respects."

EP Global amends debentures

EP Global amended the terms of about $5.9 million of 8% convertible secured debentures due Sept. 23, 2008 as part of a recapitalization plan.

Holders of the debentures agreed to exchange their old debentures for new notes that will be due Nov. 14, 2011 and bear a 6% coupon.

The discount on the new notes is 12% and 20%, amended from 40% and 60%.

Based in Johnstown, Pa., EP Global is a publishing and communications company focused on families of children with special needs.

"The investors continue their belief in the long term prospects for EPGL and this extension of maturities on existing debt is a reaffirmation of that," said EP Global president and chief executive Joseph M. Valenzano, Jr. in a statement.

Vantage Drilling raises $8 million

Vantage Drilling sold $8 million of its common stock to F3 Capital, a company owned by director Hsin Chi Su.

The company sold about 5.52 million shares in the deal, implying a per-share price of about $1.45. Vantage common stock (AMEX: VTG) fell 10.4% or $0.13 to close at $1.12 on Thursday. The company's market capitalization is $84.8 million.

Proceeds will be used to fund Vantage's portion of the collateral for a performance bond and for general corporate purposes.

F3 Capital in December also bought $10 million of convertibles from Vantage.

The Houston-based company is an offshore drilling contractor.

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