The following materials were first used by Ditech Networks, Inc. on September 18, 2012, (Pacific Time) in discussing the proposed transaction referred to in the material below with its employees, customers, investors and/or vendors and Ditech Networks may use these materials in the future for similar purposes:
To: Ditech Employees and Contractors
Team,
Today, Ditech has announced that it has entered into a definitive agreement to be acquired by Nuance. This announcement represents a very exciting opportunity for our employees, customers and shareholders.
As you well know, voice technologies and services are in high-demand and help our customers and partners differentiate in a competitive marketplace. Ditech’s portfolio of voice technologies will help Nuance continue to innovate in its pace-setting products and services for carriers, consumers and enterprises. This is a very exciting opportunity for our team to continue delivering the world’s best voice processing solutions for carriers and enterprises, but now as part of a larger organization.
Today’s announcement represents the beginning of the closing process for the transaction, and so until the transaction closes, Nuance and Ditech will continue to operate as two separate companies. We’ll be able to share more details as we approach the closing date, and efforts are already underway to ensure a smooth integration. We anticipate the closing date to be late 2012
If you have any questions, including customer communications, product integration, etc., please do not hesitate to contact me.
Sincerely,
Ken
Additional Information and Where to Find It.
In connection with the proposed transaction, Ditech Networks will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to Ditech Networks stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, on Ditech Networks’ website at www.ditechnetworks.com and by contacting Ditech Networks Investor Relations at (408) 883-3682.
DitechNetworks, Nuance and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of Ditech Networks in connection with the proposed transaction. Information regarding the special interests of DitechNetworks’ directors and executive officers in the proposed transaction will be included in the proxy statement described above. These documents are available free of charge at the SEC’s web site at www.sec.gov and from DitechNetworks Investor Relations as described above. Information about Nuance’s directors and executive officers can be found in Nuance’s definitive proxy statement filed with the SEC on December 15, 2011. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing Nuance’s website at www.nuance.com and clicking on the “Investor Relations” link and then clicking on the “SEC Filings” link.
Forward-Looking Statements
Statements above regarding the anticipated losing date of the transaction between Nuance and Ditech Networks, and the expected benefits to Nuance and its customers of the transaction, constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the transaction is subject to closing conditions that if not met or waived would cause the transaction not to close; the ability of Nuance to successfully integrate Ditech Networks’ operations, product offerings and employees; the ability to realize anticipated synergies and cost savings; the failure to retain customers and/or key employees; and the other factors described in Nuance’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011, and other filings with the U.S. Securities and Exchange Commission. Ditech Networks and Nuance disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this press release.
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