On June 1, 2021 at 11:59 pm Eastern time, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired in connection with the previously announced proposed merger (the “Merger”) of Big Sky Merger Sub Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Microsoft Corporation (“Parent”), a corporation organized under the laws of Washington, with and into Nuance Communications, Inc. (the “Company”), with the Company surviving the Merger as a wholly owned subsidiary of Microsoft.
The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger. The closing of the Merger remains subject to the satisfaction or waiver of the remaining conditions to the Merger set forth in the related Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 11, 2021, by and among the Company, Parent and Merger Sub, including adoption of the Merger Agreement by the Company’s stockholders and the receipt of certain other regulatory approvals.
