Filed by ScanSoft, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: SpeechWorks International, Inc.
Commission File No.: 000-31097
NEWS RELEASE
CONTACTS: FOR IMMEDIATE RELEASE
Richard Mack Marie Ruzzo
Director, Corporate Communications Public Relations Manager
ScanSoft, Inc. SpeechWorks International, Inc.
978-977-2175 617-428-4444
Email: richard.mack@scansoft.com Email: marie.ruzzo@speechworks.com
SCANSOFT AND SPEECHWORKS ANNOUNCE TERMINATION
OF HART-SCOTT-RODINO WAITING PERIOD FOR PENDING MERGER
PEABODY, MASS., AND BOSTON, JUNE 6, 2003 - ScanSoft, Inc. (NASDAQ: SSFT) and
SpeechWorks International, Inc. (NASDAQ: SPWX) today announced that the United
States Department of Justice has granted early termination of the antitrust
waiting period under the Hart-Scott-Rodino Act for ScanSoft's proposed
acquisition of SpeechWorks.
The transaction remains subject to various closing conditions, including the
approval of ScanSoft and SpeechWorks shareholders. The special meetings of
shareholders will be announced at a later date, following the filing of a
Registration Statement on Form S-4. The transaction has been approved
unanimously by both boards of directors and following shareholder approval is
expected to close in August 2003.
On April 24, 2003, ScanSoft, Inc. and SpeechWorks International, Inc. announced
a definitive agreement for ScanSoft to purchase all of the outstanding common
stock of SpeechWorks. The combination of ScanSoft and SpeechWorks will result in
a global organization with the broadest portfolio of speech technologies,
applications and services in the industry. The company will apply its innovative
and patented technologies to produce next-generation speech applications and
leverage its financial strength and operational discipline to provide customers
and partners with a stable and reliable global supplier of standards-based
speech solutions.
ABOUT SPEECHWORKS
Organizations around the world trust SpeechWorks to manage their customer
conversations. As a leading provider of speech technologies and services,
SpeechWorks helps companies create and implement unique Speech Strategies that
ensure maximum financial return and the highest levels of caller satisfaction.
The Company provides speech recognition, text-to-speech and speaker verification
for network and embedded environments, including new multimodal devices with
both an audio interface and visual display. For more information, please call
617-428-4444 or visit www.speechworks.com.
ABOUT SCANSOFT, INC.
ScanSoft, Inc. (NASDAQ: SSFT) is a leading supplier of imaging, speech and
language solutions that are used to automate a wide range of manual processes -
saving time, increasing worker productivity and
improving customer service. For more information regarding ScanSoft products and
technologies, please visit www.ScanSoft.com.
ScanSoft and the ScanSoft logo are registered trademarks or trademarks of
ScanSoft, Inc. in the United States and other countries. All other company or
product names mentioned herein may be the trademarks of their respective owners.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
ScanSoft intends to file a registration statement on Form S-4 in connection with
the transaction, and ScanSoft and SpeechWorks intend to file with the SEC and
mail to their respective stockholders a joint proxy statement/prospectus in
connection with the transaction. Investors and security holders are urged to
read the joint proxy statement/prospectus when it becomes available because it
will contain important information about ScanSoft, SpeechWorks and the
transaction. Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus (when it is available) at the Securities and Exchange
Commission's web site at www.sec.gov. A free copy of the joint proxy
statement/prospectus may also be obtained by contacting ScanSoft or SpeechWorks
ScanSoft and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of ScanSoft
and SpeechWorks in connection with the transaction described herein. Information
regarding the special interests of these directors and executive officers in the
transaction described herein will be included in the joint proxy
statement/prospectus described above. Additional information regarding these
directors and executive officers is also included in ScanSoft's proxy statement
for its 2003 Annual Meeting of Stockholders, which was filed with the Securities
and Exchange Commission on or about April 30, 2003. This document is available
free of charge at the Securities and Exchange Commission's web site at
www.sec.gov and from ScanSoft.
SpeechWorks and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of ScanSoft
and SpeechWorks in connection with the transaction described herein. Information
regarding the special interests of these directors and executive officers in the
transaction described herein will be included in the joint proxy
statement/prospectus described above. Additional information regarding these
directors and executive officers is also included in SpeechWorks' proxy
statement for its 2003 Annual Meeting of Stockholders, which was filed with the
Securities and Exchange Commission on or about April 25, 2003. This document is
available free of charge at the Securities and Exchange Commission's web site at
www.sec.gov and from SpeechWorks.
SAFE HARBOR STATEMENT
This press release contains certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements are based on management's
current expectations and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements
herein include statements addressing future operating results of ScanSoft;
statements relating to the magnitude, timing, effects, and any synergies that
may result from the proposed acquisition; and statements concerning the outcome
of any necessary regulatory and stockholder approvals required in connection
with the proposed acquisition.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: difficulties
with integrating product plans, schedules and resources; risks associated with
the acquisition, including the need for regulatory and stockholder approvals, as
well as transaction costs and the related integration of operations; failure to
obtain and retain expected synergies; political and global economic risks
attendant to a greater international presence; and other economic, business, and
competitive factors affecting the business generally.
More detailed information about these factors and other risks affecting
ScanSoft are set forth in ScanSoft's filings with the Securities and Exchange
Commission, including the Annual Report on Form 10-K for fiscal 2002 and the
most recent quarterly reports on Form 10-Q. ScanSoft is under no obligation to
(and expressly disclaims any such obligation to) update or alter the
forward-looking statements, whether as a result of new information, future
events or otherwise.
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