Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☒ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under §240.14a-12 |
☐ | | | No fee required. | |||
☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | (1) | | | Title of each class of securities to which transaction applies: | |
| | | | Common stock, par value $0.001 per share, of Nuance Communications, Inc. | ||
| | (2) | | | Aggregate number of securities to which transaction applies: | |
| | | | As of April 26, 2021, (A) 286,006,139 shares of common stock issued and outstanding, (B) 9,355 shares of common stock underlying outstanding stock options, (C) 5,679,045 shares of common stock issuable upon settlement of restricted stock unit awards, (D) 4,814,774 shares of common stock issuable upon settlement of performance stock unit awards (assuming achievement of relative total shareholder return goals at maximum level and achievement of financial and/or operational goals at target) and (E) 31,735,464 shares of common stock issuable upon conversion of outstanding convertible notes and debentures, to the extent converted in accordance with their terms and after giving effect to shares that must be settled in cash. | ||
| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| | | | (A) 286,006,139 shares of common stock multiplied by $56.00, (B) 9,355 shares of common stock underlying outstanding stock options multiplied by $38.8229 (which is the difference between the merger consideration of $56.00 per share and the weighted average exercise price of $17.1771 per share), (C) 5,679,045 shares of common stock issuable upon settlement of restricted stock unit awards multiplied by the merger consideration of $56.00 per share, (D) 4,814,774 shares of common stock issuable upon settlement of performance stock unit awards (assuming achievement of relative total shareholder return goals at maximum level and achievement of financial and/or operational goals at target) multiplied by the merger consideration of $56.00 per share and (E) 31,735,464 shares of common stock issuable upon conversion of outstanding convertible notes and debentures, to the extent converted in accordance with their terms and after giving effect to shares that must be settled in cash, multiplied by $56.00. | ||
| | (4) | | | Proposed maximum aggregate value of transaction: | |
| | | | $18,381,546,820.23 | ||
| | (5) | | | Total fee paid: | |
| | | | $2,005,426.76. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was calculated by multiplying 0.0001091 by the proposed maximum aggregate value of the transaction of $18,381,546,820.23. | ||
☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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