BURLINGTON, Mass.--(BUSINESS WIRE)--Nuance Communications, Inc. (NASDAQ: NUAN - News), today issued the following statement in response to the announcement by the board of directors of Zi Corporation (NASDAQ: ZICA - News) (TSX: ZIC - News) that it has decided not to enter into negotiations with Nuance regarding Nuance’s August 14, 2008 proposal to acquire all of the outstanding shares of Zi.“Zi’s refusal to negotiate is perplexing and inappropriate given the compelling premium our proposal represents to Zi’s market price and the liquidity opportunity it will create, especially in light of the disappointing financial performance and cash outlook Zi reported last week,” said Paul Ricci, chairman and CEO of Nuance. “We continue to believe in the merits of our proposal for Zi shareholders and remain committed to pursuing a transaction. In fact, it is hard to imagine that the Zi board’s unwillingness to negotiate with Nuance and to provide information that would support a basis for a higher offer is consistent with the Zi board’s fiduciary duties to act in the best interests of Zi and its shareholders.”
Nuance remains confident that its US $0.80 per share cash proposal represents full and fair value for Zi. However, Nuance would welcome, and believes it is incumbent upon Zi to provide, any additional information that supports the Zi board’s contention that Nuance’s proposal does not fully value Zi Corporation. Such data is not readily apparent from available public information, including the information provided by management on its August 14 earnings conference call.
As previously announced on August 14, 2008, Nuance submitted a proposal to the board of directors of Zi to acquire Zi for US $0.80 per common share in cash. Nuance’s proposal represents a 150% premium over the closing price of Zi common stock on August 13, 2008, the last trading day prior to public announcement of the proposal, more than a 125% premium over the average closing price of Zi common stock for the 20 trading days prior to public announcement of the proposal and more than a 100% premium over the average closing price of Zi common stock for the 60 trading days prior to public announcement of the proposal.
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