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Nuance Communications, Inc. (NASDAQ: NUAN), a leading provider of voice and language solutions, today announced the successful completion of the cash tender offer by its wholly owned subsidiary, Townsend Merger Corporation, for all outstanding shares of Transcend Services, Inc. (NASDAQ: TRCR), a leading provider of medical transcription and speech editing services.
The tender offer, which expired at 5 p.m., New York City time, on April 25, 2012, was made pursuant to the merger agreement entered into among Nuance, Transcend and Townsend Merger Corporation on March 6, 2012. The depositary for the offer has advised Nuance that as of the expiration of the offer, a total of 10,444,598 shares of common stock of Transcend (including 585,491 shares that were tendered pursuant to guaranteed delivery procedures) were tendered into and not withdrawn from the tender offer, representing approximately 95.58% of the issued and outstanding shares of Transcend common stock. According to the terms of the tender offer, shares that were validly tendered and not withdrawn have been accepted for payment. Townsend Merger Corporation does not intend to offer a subsequent offering period.
The parties intend to promptly take the steps necessary to complete a “short-form” merger of Townsend Merger Corporation with Transcend under Delaware law, without a meeting of Transcend shareholders. The short-form merger is expected to be completed later today. Upon the closing of the short-form merger, Nuance will acquire all of the remaining shares of Transcend for $29.50 per share in cash without interest and less any required holding taxes. After the completion of the merger, Transcend will be a wholly owned subsidiary of Nuance and shares of Transcend common stock will no longer be listed on the NASDAQ Stock Market.