Microsoft's (MSFT) Fist Bid for Nuance (NUAN) was $53.50

April 13, 2021 10:18 AM EDT

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(Updated - April 13, 2021 10:28 AM EDT)

Some vague chatter going around that hedge funds could push for a higher bid for Nuance Communications (NASDAQ: NUAN) given the disclosure that Microsoft's (NASDAQ: MSFT) original bid was $53.50 and the final deal was $56.

From the filing (Motion=Microsoft and Newton=Nuance):

17. On February 28, 2021, Motion submitted a written, nonbinding preliminary expression of interest to Newton to acquire all of the outstanding shares of Newton for a purchase price of $53.50 per share, a 21% premium to the volume-weighted average price of Newton’s stock over the past five days and a 6% premium to Newton’s 52-week high closing price.

18. On March 1, 2021, the Newton board held a telephonic meeting, with members of Newton senior management. Representatives of Evercore were also in attendance and reviewed the terms of the proposal. Following this discussion, the Newton board agreed to authorize Evercore to revert to Motion to ask it to significantly increase its offer, without specifying a target price or range.

19. On March 3, 2021, pursuant to the Newton board meeting of March 1, 2021, Evercore contacted Motion’s advisor, Goldman Sachs, to discuss a higher premium.

20. On March 4, 2021, Goldman Sachs communicated that Motion remained highly sensitive to value and would prefer that Newton provide a counterproposal at which they would be willing to transact.

21. On March 4, 2021, the Newton board held a telephonic meeting with members of Newton senior management. Representatives of Evercore were also in attendance. Following this discussion, the Newton board members unanimously expressed support for asking Evercore to revert to Goldman Sachs with a counteroffer of $62 per share of Newton stock.

22. On March 5, 2021, pursuant to the Newton board meeting of March 4, 2021, Evercore provided feedback to Goldman Sachs that Newton’s board would consider transacting at a price of $62 / share.

23. On March 8, 2021, Goldman Sachs indicated that Motion needed some more time to respond to the counterproposal given ongoing market volatility, restating their sensitivity to value.

24. On March 9, 2021, Motion submitted a revised written, nonbinding preliminary expression of interest to Newton to acquire all of the outstanding shares of Newton for a purchase price of $54.50 per share, a 30% premium to the volume-weighted average price of Newton’s stock over the past five days and a 8% premium to Newton’s 52-week high closing price.

25. On March 10, 2021, pursuant to a Newton board meeting earlier that day, Evercore communicated to Goldman Sachs that Newton’s board would consider transacting at the price of $57.50 / share.

26. On March 11, 2021, Motion submitted a revised written, nonbinding preliminary expression of interest to Newton to acquire all of the outstanding shares of Newton for a purchase price of $55.50 per share, a 33% premium to the volume-weighted average price of Newton’s stock over the past five days and a 10% premium to Newton’s 52- week high closing price.

27. On March 11, 2021, pursuant to the Newton board meeting earlier that evening, Evercore communicated that Newton’s board would be willing to transact at a price of $56.00 / share.

28. On March 12, 2021, Motion submitted a revised written, nonbinding preliminary expression of interest to Newton to acquire all of the outstanding shares of Newton for a purchase price of $56.00 per share, a 32% premium to the volume-weighted average price of Newton’s stock over the past five days and a 11% premium to Newton’s 52- week high closing price..

29. On March 12, 2021, Motion and Newton entered into an exclusivity agreement, pursuant to which Newton agreed to work with Motion on an exclusive basis through April 12, 2021 to pursue the potential transaction.



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