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Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 1, 2019, Nuance Communications, Inc. (the “Company”) completed the previously announced sale to Project Leopard AcquireCo Limited, a private limited company incorporated under the laws of England and Wales (and an affiliate of Kofax, Inc.) (the “Buyer”), of the Company’s Document Imaging division (the “Business”). The sale of the Business was consummated pursuant to the terms of the Sale Agreement, dated as of November 11, 2018, between the Company and the Buyer (the “Sale Agreement”), which provided for a purchase price of $400 million in cash, subject to customary purchase price adjustments as set forth in the Sale Agreement. The Company previously disclosed its entry into the Sale Agreement in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2018 (the “Prior 8-K”).

Pursuant to the Sale Agreement, the Company sold and transferred, and the Buyer purchased and acquired, (i) the shares of certain subsidiaries through which the Company operated a portion of the Business and (ii) certain assets used in or related to the Business; and the Buyer assumed certain liabilities related to such assets or the Business, subject to certain exclusions and indemnities as set forth in the Sale Agreement (the “Transaction”).  At closing, the Company received net proceeds of approximately $390 million after estimated transaction and tax expenses, subject to post-closing finalization of those adjustments as set forth in the Sale Agreement.

No material relationship exists between the Company or any of its affiliates, directors or officers or any associate of any such director or officer, on one hand, and the Buyer or its affiliates, on the other hand, other than in respect of the Sale Agreement. Pursuant to the Sale Agreement and in accordance with the description in the Prior 8-K, at closing the parties entered into certain ancillary agreements including: (i) a transition services agreement relating to the continued provision of certain services by the Company to the Buyer and its applicable affiliates for a period of up to 18 months, (ii) assignment agreements, pursuant to which certain intellectual property rights were assigned to the Buyer, and (iii) a shared location agreement, pursuant to which the Buyer will temporarily occupy certain real property leased by the Company following the closing of the Transaction.

The foregoing description of the Transaction is only a summary, does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Prior 8-K and the full text of the Sale Agreement (which was filed as Exhibit 2.1 thereto), both of which are incorporated in this Item 2.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

Unaudited Pro Forma Condensed Consolidated Financial Information of the Company for the fiscal years ended September 30, 2018, September 30, 2017 and September 30, 2016 are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated in this Item 9.01(b) by reference.

(d) Exhibits.

The following exhibits are filed herewith:

* Schedules and similar attachments omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company has undertaken to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

 

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