Nuance Announces Plan to Spin off Its Automotive Segment to Shareholders as a Separate Public Company

Nuance Communications, Inc. announced its intention to spin off its Automotive business segment into a new, independent, publicly traded company (“Nuance Auto”). The standalone entity will be a pure-play, next-generation automotive software company.  Immediately following the transaction, which is expected to be completed before the end of fiscal 2019, Nuance shareholders will own shares of both companies.  The transaction is intended to be tax-free to Nuance shareholders.

The automotive industry is evolving rapidly as new technologies transform the passenger experience through shared mobility, connectivity and enhanced driver assistance.  Nuance is the market leader in voice recognition and cognitive assistants for car infotainment and communication systems and delivers critical enabling technology to help realize the future of mobility.  Becoming an independent, publicly traded company represents an important step in Nuance Auto’s growth and the continued development of its conversational AI platform.

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“We are incredibly proud of the Auto business we’ve built, and at the same time we recognize the growing excitement around automotive technology,” said Mark Benjamin, CEO of Nuance.  “We are excited to launch this business for long-term success by separating it into an independent, focused company.  At the same time, the separation will help us become more focused on our core growth opportunities in Healthcare and Enterprise.”

Nuance specializes in conversational AI technologies that help automotive manufacturers deliver connected and personalized experiences for drivers and passengers. Nuance Auto’s deeply integrated, customizable solutions power smart automotive assistants that are seamlessly integrated into the in-vehicle connected ecosystem.  The business creates conversational experiences for virtually every automotive manufacturer, including Audi, BMW, Daimler, Fiat, Ford, GM, Hyundai, SAIC and Toyota, as well as virtually every major tier-one automotive supplier. Nuance Auto products ship in more than 50 million new cars each year and can be found today in more than 200 million cars, with voice commands recognized in more than 40 languages. In fiscal year 2018, which ended September 30, 2018, the business generated $279 million in revenue, with 7% organic growth and 39% segment margin.

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Nuance intends to appoint an independent management team and nominate members to a separate board of directors for Nuance Auto before the transaction is completed.  Nuance expects the business will be headquartered in Boston and maintain a significant presence in Montreal and Aachen, Germany, among other global locations.

The spin-off is subject to numerous conditions, including, without limitation, final approval of the Nuance board of directors; the effectiveness of a Registration Statement on Form 10; and, the approved listing of Nuance Auto’s common stock on a national securities exchange selected by Nuance. Pursuant to the spin-off, Nuance plans to distribute shares of Nuance Auto common stock as a tax-free dividend to holders of Nuance common stock as of a record date to be determined by the board of directors of Nuance.  The spin-off will not require a vote of Nuance shareholders.

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