On April 12, 2021, Nuance and Microsoft Corporation issued a joint press release announcing that they had entered into an Agreement and Plan of Merger dated April 11, 2021 (the “Merger Agreement”) to sell Nuance to Microsoft. Under the terms of the Merger Agreement, each Nuance stockholder will be entitled to receive $56.00 in cash for each share of Nuance common stock they own (the “Merger Consideration”).

On May 17, 2021, Nuance filed a Schedule 14A Definitive Proxy Statement with the SEC. The Complaint alleges that the Proxy Statement, which recommends that Nuance stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information critical to stockholders being asked to make that decision. Specifically, the Complaint alleges the Proxy Statement fails to provide Company stockholders with material information or provides them with materially misleading information concerning (i) the Company’s financial projections and the financial analyses supporting the fairness opinion provided by the Board’s financial advisor; and (ii) the financial advisor’s potential conflicts of interest.