Nuance Adds 2 New Icahn-Backed Members to Board

In a "nomination and standstill agreement" between Nuance Communications (NASDAQ: NUAN  ) and the Icahn Group -- the name used to reference multiple entities, including Icahn Enterprises (NASDAQ: IEP  ) , that are owned and managed by activist investor Carl Icahn -- the two sides have agreed to name Icahn's son Brett and David Schechter to the Nuance board of directors, the companies announced today. The board additions are effective immediately, and bring the number of Nuance's board of directors to 11.

A standstill agreement is an arrangement by which a potential takeover target, in this instance Nuance, and an existing shareholder (Carl Icahn and his group of companies own 16.7% of Nuance) agree that the stockholder in question will not acquire a controlling number of shares in the company.

The standstill agreement between Carl Icahn and Nuance stipulates the Icahn Group will not solicit votes for "any matter to come before the 2014 annual meeting of stockholders," nor will Icahn accumulate more than 20% ownership of Nuance before the 2014 shareholder meeting. In exchange, Nuance agreed to approve the appointment of Brett Icahn and Schechter to its board, according to yesterday's SEC filing.

The deal struck between the two sides became effective on Monday and will remain in force until the end of the Nuance 2014 shareholder meeting or until no more Icahn designees remain on the Nuance board.

Brett Icahn has been actively involved with his father's businesses since 2002, and Schechter has worked with Carl Icahn for nearly 10 years, according to the announcement.

link


Read/Post Comments (0) | Recommend This Article (0)

Comments from our Foolish Readers

Help us keep this a respectfully Foolish area! This is a place for our readers to discuss, debate, and learn more about the Foolish investing topic you read about above. Help us keep it clean and safe. If you believe a comment is abusive or otherwise violates our Fool's Rules, please report it via the Report this Comment Report this Comment icon found on every comment.

Be the first one to comment on this article.

Sponsored Links

Leaked: Apple's Next Smart Device
(Warning, it may shock you)
The secret is out... experts are predicting 458 million of these types of devices will be sold per year. 1 hyper-growth company stands to rake in maximum profit - and it's NOT Apple. Show me Apple's new smart gizmo!

DocumentId: 2674094, ~/Articles/ArticleHandler.aspx, 12/18/2014 10:41:49 AM

Report This Comment

Use this area to report a comment that you believe is in violation of the community guidelines. Our team will review the entry and take any appropriate action.

Sending report...


Advertisement