Filed by ScanSoft, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Nuance Communications, Inc.
Commission File No.: 000-30203
The following e-mail was sent to ScanSoft and Nuance employees on June 2, 2005:
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To our employees,
Three weeks have passed since the merger announcement and we think this is a
good time to reflect on the excitement and positive reception surrounding our
momentous news. The response has been encouraging as customers, partners,
investors and the industry at large have greeted the merger with enthusiasm and
recognize the benefits and opportunities it affords. As examples, the following
quotes represent the sentiment we have seen among these important groups...
"Overall, I think this is good. I think it is good for the companies
involved and I think it is good for the market... So by coming together
they really provide a powerhouse speech provider that is capable of
competing in this next generation of the market." - Gartner
"It represents a positive step for the industry, extending the prospects
of two industry stalwarts in the face of stepped up competition from
Microsoft and IBM for share of the market for network and embedded
speech." - Opus Research
And of course, we want to graciously acknowledge and applaud the efforts and
overwhelming energy from our employees around the world. Your sustained
confidence and enthusiasm are critical for the months ahead and we thank you in
advance for your patience and support as we embark upon this process and bring
these two great companies together.
There are many difficult decisions and much work that lie ahead. We recognize
these can be frustrating times and would like to affirm that we are working as
hard and fast as we can to answer questions and make decisions in the interest
of everyone involved. Thankfully we have already established excellent working
relationships and have cemented a spirit of cooperation as we set forth on the
integration planning.
We understand mergers of this size take months to complete and the process at
times can be confusing or stressful. At this stage people obviously have many
questions, but unfortunately, we do not yet have many of the answers. As an
initial step in this process, today you'll receive the first of regular
communiques from various business leaders in our two companies that begin to
answer your questions and provide updates on the progress we've made.
As we said at the onset of this relationship, there is a tremendous opportunity
ahead of us. Three weeks ago, we changed the face of our companies and in doing
so will change the course of the industry. Together, we possess the technology,
the partnerships and the people that can fulfill our vision for speech and goals
for our company.
Thank you again for your enthusiasm, your patience and your support.
/s/ Paul Ricci /s/ Chuck Berger
Paul Ricci Chuck Berger
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
ScanSoft plans to file with the SEC a Registration Statement on Form S-4 in
connection with the transaction and ScanSoft and Nuance plan to file with the
SEC and mail to their respective stockholders a Joint Proxy Statement/Prospectus
in connection with the transaction. The Registration Statement and the Joint
Proxy Statement/Prospectus will contain important information about ScanSoft,
Nuance, the transaction and related matters. Investors and security holders are
urged to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully when they are available. Investors and security
holders will be able to obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus and other documents filed with the SEC by
ScanSoft and Nuance through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies
of the Registration Statement and the Joint Proxy Statement/Prospectus from
ScanSoft by contacting ScanSoft Investor Relations at (978) 977-2000 or from
Nuance by contacting Nuance Investor Relations at (650) 847-0000.
ScanSoft and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of ScanSoft
and Nuance in connection with the transaction described herein. Information
regarding the special interests of these directors and executive officers in the
transaction described herein will be included in the Joint Proxy
Statement/Prospectus described above. Additional information regarding these
directors and executive officers is also included in ScanSoft's proxy statement
for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on
January 28, 2005. This document is available free of charge at the SEC's web
site at www.sec.gov and from ScanSoft by contacting ScanSoft Investor Relations
at (978) 977-2000.
Nuance and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of ScanSoft
and Nuance in connection with the transaction described herein. Information
regarding the special interests of these directors and executive officers in the
transaction described herein will be included in the Joint Proxy
Statement/Prospectus described above. Additional information regarding these
directors and executive officers is also included in Nuance's proxy statement
for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on May
2, 2005. This document is available free of charge at the SEC's web site at
www.sec.gov and from Nuance by contacting Nuance Investor Relations at (650)
847-0000.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this document regarding the proposed transaction between ScanSoft
and Nuance, benefits and synergies of the transaction, and any other statements
about ScanSoft or Nuance managements' future expectations, beliefs, goals, plans
or prospects constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," estimates and similar
expressions) should also be considered to be forward-looking statements. There
are a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking statements,
including: the ability to consummate the transaction; the ability of ScanSoft to
successfully integrate Nuance's operations and employees; the ability to realize
anticipated synergies; and the other factors described in ScanSoft's Annual
Report on Form 10K for the year ended September 30, 2004 and Nuance's Annual
Report on Form 10K for the year ended December 31, 2004 and their most recent
quarterly reports filed with the SEC. ScanSoft disclaims any intention or
obligation to update any forward-looking statements as a result of developments
occurring after the date of this document.