Nuance Communications, Inc. NUAN 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.
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