The access number for the replay is (719) 457-0820 or (888) 203-1112; the confirmation number is 794663.Consideration for the transaction is 35.4 million, comprising 3.0 million in cash; a 4.9 million 5 interest note due December 31, 2003; and a 27.5 million three-year, zero-interest convertible debenture, convertible into common shares of ScanSoft at 6.00 per share.
The transaction has been approved by the boards of directors for both companies, and is expected to close during the first quarter of 2003. Provide enterprise- and carrier-level productivity solutions for the telephony market, such as directory assistance and automated attendant applications, that are consistent with ScanSofts strategy of delivering repeatable applications to targeted markets. Telecommunications companies, including British Telecom, MCIWorldcom and Portugal Telecom, have deployed these solutions. Add telephony-based ASR solutions to complement ScanSofts RealSpeak text-to-speech (TTS) capabilities and enable ScanSoft to offer a combined ASRTTS solution through its existing channel and technology partners. Allow ScanSoft to leverage and expand its current global channel network. Philips is a pioneer and a great believer in the future of the speech recognition industry. By merging our speech telephony businesses into ScanSoft, we will contribute to making a worldwide market leader in this area, said Tom Verbeek, Head of Philips Corporate Investments. ![]() Scansoft Tom Text To Speech Software Dictation SystemsThe Philips Speech Processing Dictation business is not part of this transaction and will remain within Philips to develop applications for its medical businesses and other professions in the fields of hardware and software dictation systems. An ongoing partnership between Philips and ScanSoft is an integral component of the transaction. This partnership includes continued support and collaboration with Phillips Research in speech technology and innovations, joint assertion of acquired patent rights and designation of ScanSoft as the preferred supplier of embedded speech capabilities for Philips consumer electronics. Scansoft Tom Text To Speech Full Complement OfAs part of the transaction, ScanSoft will acquire a full complement of products and technologies, a roster of premier partners and customers, ownership of critical intellectual property and an existing royalty revenue stream. ScanSoft will add to its operations employees that are located in Europe, North America and Asia. ![]() We are especially enthusiastic about our ongoing partnership with Philips in research, patent assertion and development of consumer markets for speech. This acquisition enhances ScanSofts speech portfolio with solutions that will expand its market opportunities with existing business partners and global channels. As the integration of Philips speech business begins, ScanSoft will apply the same focus on controlling expenses and enhancing productivity employed during the recent integration of the LH business. ScanSoft expects the acquired businesses to generate revenues approximating 18 million in 2003 and to be accretive for the full year, adding.02 per share to earnings before the amortization of acquisition-related intangibles. The businesses to be acquired by ScanSoft include: Telephony - The Philips Speech Processing Telephony business allows enterprise customers, telephony vendors and carriers to speech-enable a range of services, including directory assistance, interactive voice response and voice portal applications. Philips automatic speech recognition (ASR) engine, SpeechPearl, supports more than 40 languages and can process a vocabulary of more than one million words. Voice Control - The Philips Speech Processing Voice Control business is addressing growing consumer demand for speech-enabled automotive, mobile and consumer electronics products. Philipss SpeechWave and VoCon small-footprint speech recognition engines are suited for embedded applications including voice-control of climate and entertainment features within cars. These solutions are also used within navigation systems and to enable automated voice dialing within mobile phones, including those from Philips. Investor Call In conjunction with this announcement, ScanSoft conducted a conference call at 9:00a.m. ET) on October 7, 2002. A telephone replay will be available starting at approximately 2:00 p.m. ET) on Monday, October 7 until 11:30 p.m. ET) on Sunday, October 13.
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