Nuance convertible holders may convert, put their notes in merger

By Rebecca Melvin

Concord, N.H., April 13 – Nuance Communications Inc. has notified the holders of three series of its convertible notes that the notes become convertible or putable when its merger with Microsoft Corp. and Big Sky Merger Sub Inc. takes place, according to an 8-K filing with the Securities and Exchange Commission.

The plan to buy Nuance for $56.00 per share was announced on Monday. The price represented a 23% premium over Nuance’s closing share price on Friday.

The company’s 1% senior convertible debentures due 2035, 1.25% senior convertible notes due 2025 and 1.5% senior convertible debentures due 2035 will be convertible or putable under the anticipated fundamental change and non-stock change of control.

The notes priced in 2015 and 2017.

At any time beginning on the 25th volume weighted average price trading day prior to the anticipated effective date of the merger until 5 p.m. ET on the business day immediately preceding the fundamental change repurchase date, holders may surrender their notes for conversion.

Nuance is a Burlington, Mass.-based speech recognition and artificial intelligence company.

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