-=Nuance Communications (NUAN) to be acquired by Microsoft (MSFT) for $56.00/share

 

Nuance Communications confirms agreement to be acquired by Microsoft (MSFT) for $56.00/share in cash; expects deal to be minimally dilutive in FY22, accretive in FY23 non-GAAP EPS 

Microsoft and Nuance Communications have entered into a definitive agreement under which Microsoft will acquire Nuance for $56.00 per share, implying a 23% premium to the closing price of Nuance on April 9, in an all-cash transaction valued at $19.7 bln, inclusive of Nuance's net debt.

Mark Benjamin will remain CEO of Nuance, reporting to Scott Guthrie, EVP of Cloud & AI at Microsoft.

By augmenting the Microsoft Cloud for Healthcare with Nuance's solutions, as well as the benefit of Nuance's expertise and relationships with EHR systems providers, Microsoft will be better able to empower healthcare providers through the power of ambient clinical intelligence and other Microsoft cloud services. The acquisition will double Microsoft's total addressable market (TAM) in the healthcare provider space, bringing the company's TAM in healthcare to nearly $500 bln.

Upon closing, Microsoft expects Nuance's financials to be reported as part of Microsoft's Intelligent Cloud segment. Microsoft expects the acquisition to be minimally dilutive (less than 1%) in fiscal year 2022 and to be accretive in fiscal year 2023 to non-GAAP earnings per share, based on the expected close timeframe. Non-GAAP excludes expected impact of purchase accounting adjustments, as well as integration and transaction-related expenses. The acquisition will not impact the completion of its existing share repurchase authorization.

The transaction is intended to close by the end of this calendar year.