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Press release from Business Wire

Nuance to Accelerate Its Successful Automotive Business with Acquisition of Tweddle Connect

<p class='bwnowrap bwalignc'> <i><b>Nuance to Expand Dragon Drive with Voice-Powered Connectivity to Popular Content and Apps for a Safer, Smarter Connected Car</b></i> </p>

Thursday, May 30, 2013

Nuance to Accelerate Its Successful Automotive Business with Acquisition of Tweddle Connect

07:00 EDT Thursday, May 30, 2013

BURLINGTON, Mass. (Business Wire) -- Nuance Communications, Inc. (NASDAQ: NUAN) today announced it has signed an agreement with Tweddle Group to acquire the Tweddle Connect business. Tweddle Connect is an application and content service delivery platform for in-car infotainment systems, including the acclaimed Toyota Entune and Lexus Enform App Suite. Tweddle Connect aggregates popular third-party applications and content, such as Bing, iHeart Radio, OpenTable and Pandora, and delivers it safely and securely into the driving environment. The combination of Dragon Drive, Nuance's world-class automotive-grade voice platform, and Tweddle Connect provides automakers with a single, powerful set of services to create branded personal assistant experiences for a safer, smarter connected car.

Already shipping in more than 20 million cars each year, Nuance's voice, text-to-speech and natural language understanding solutions power Audi, BMW, Chrysler, Ford, General Motors, Hyundai, Toyota and many other automakers' innovations. Nuance's Dragon Drive voice solution supports a range of functionality like voice dialing, message dictation, navigation, local business search, music search, climate control and more.

The combination of Nuance's Dragon Drive and Tweddle Connect bridges the current gap between voice, on-board applications, and connected third-party applications and content. Tweddle Connect's end-to-end service delivery platform will be combined with Dragon Drive's hybrid embedded-connected voice platform to provide automakers a single, turn-key solution that offers voice, natural language understanding, dialog management, expressive text-to-speech, in-car connectivity, apps, content and dynamic application user authentication – all integrated as part of one holistic offering.

Tweddle Connect provides a communication link between its cloud-based services and the car's electronic system, as well as an integration layer for smart phone applications. Consumers, dealers, or automakers can manage apps and content through an online secure user portal. Dynamic authentication gives drivers the ability to automatically connect to their favorite apps and services as soon as they enter the car.

This acquisition accelerates and broadens Nuance's participation in the large and rapidly growing connected car market. According to ABI Research, the number of US connected car subscriptions will grow at a 30% compound annual growth rate from 16 million in 2012 to 53 million in 2017. Automotive News estimates that the global installed base of connected cars will reach 210 million by 2016. At the heart of this rapid growth is strong consumer demand for in-car access to voice-enabled personal assistant capabilities they have come to love on their smartphones, coupled with additional car-specific applications, such as roadside assistance, real-time traffic and location-based services. The JD Power 2012 U.S. Automotive Emerging Technologies Study on consumer demands for in-car technology found that 69% of respondents want natural language voice activation and 68% want wireless connectivity in the car.

The purchase price for the acquisition is approximately $80 million in cash. Nuance expects to close the transaction in Q3 2013; fiscal year 2013 revenues are expected to be immaterial. In Nuance's fiscal year 2014, the acquisition is expected to generate approximately $25 million in non-GAAP revenue and to add approximately $13 million to cash flow from operations. Nuance will acquire Tweddle Connect's existing revenue streams, as well as the cash flow and revenue streams associated with ongoing shipments. Nuance expects to drive growth by leveraging existing relationships with the top auto makers and Tier 1 suppliers, as well as Nuance's operational expertise in managing high-volume hosted services.

“We see explosive growth in the connected car market, and there is clear demand from automakers to deliver safer and more intuitive access to the content and apps that people know and love,” said Michael Thompson, Executive Vice President and General Manager, Nuance Mobile. “The strategic combination of Nuance and Tweddle Connect will greatly improve the ability to bring an important category of content – third party applications and web services – into connected car systems. With this acquisition, Nuance is leveraging an opportunity to increase the value and usability of connected car systems, while accelerating Nuance's ability to give automakers the elements needed for branded, differentiated connected car experiences.”

Following Nuance's acquisition of the Tweddle Connect business, the parent company Tweddle Group will continue its more than 60 year history of providing vehicle- and owner-related information and publishing solutions to automotive OEMs and their suppliers.

Conference Call Advisory

Nuance will hold a conference call that will begin at 8:30 a.m. EDT and will include brief comments on the deal followed by questions and answers.

To access the live broadcast, please visit the Investor Relations section of Nuance's Website at www.nuance.com. The call can also be heard by dialing (800) 230-1096 or (612) 288-0329 at least five minutes prior to the call and referencing code 294628. A replay will be available within 24 hours of the announcement by dialing (800) 475-6701 or (320) 365-3844 and using the access code 294628.

About Nuance Communications, Inc.

Nuance is a leading provider of voice and language solutions for businesses and consumers around the world. Its technologies, applications and services make the user experience more compelling by transforming the way people interact with information and how they create, share and use documents. Every day, millions of users and thousands of businesses experience Nuance's proven applications and professional services. For more information, please visit: nuance.com.

About Tweddle Group

With offices in Detroit, Mich.; Mechelen, Belgium; Lugo, Modena, Torino, Italy; London, U.K.; and Shanghai, China; Tweddle Group is a leading provider of information and publishing solutions for automotive OEMs and their suppliers. Tweddle's unique combination of services encompasses content development, management, and delivery of products that support OEM service and owner information initiatives. For more information, please visit www.tweddle.com.

Nuance and the Nuance logo are trademarks or registered trademarks of Nuance Communications, Inc. or its subsidiaries in the United States of America and/or other countries. All other company names or product names may be the trademarks of their respective owners.

Safe Harbor and Forward-Looking Statements

Statements in this document regarding continued growth of the connected car market, expected financial contribution in Nuance's fiscal 2013 and 2014, and Nuance management's future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” or “estimates” or similar expressions) should also be considered to be forward-looking statements. 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: fluctuations in demand for Nuance's existing and future products; economic conditions in the United States and abroad; Nuance's ability to control and successfully manage its expenses and cash position; the effects of competition, including pricing pressure; possible defects in Nuance's products and technologies; the ability of Nuance to successfully integrate operations and employees of acquired businesses; the ability to realize anticipated synergies from acquired businesses; and the other factors described in Nuance's annual report on Form 10-K for the fiscal year ended September 30, 2012 and quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2013 filed with the Securities and Exchange Commission. Nuance disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

Discussion of Non-GAAP Financial Measure

This press release contains information about a non-GAAP financial measure. Non-GAAP revenue includes revenue that the Company would have otherwise recognized but for the purchase accounting treatment. Because GAAP accounting requires the elimination of this revenue, GAAP results alone do not fully capture all of the Company's economic activities. This non-GAAP adjustment is intended to reflect the full amount of such revenue. The Company includes non-GAAP revenue to allow for more complete comparisons to the financial results of historical operations, forward-looking guidance and the financial results of peer companies. The Company believes these adjustments are useful to management and investors as a measure of the ongoing performance of the business because, although we cannot be certain that customers will renew their contracts, the Company historically has experienced high renewal rates on maintenance and support agreements and other customer contracts. Additionally, although acquisition-related revenue adjustments are non-recurring with respect to past acquisitions, the Company generally will incur these adjustments in connection with any future acquisitions. While our management uses non-GAAP financial measures as a tool to enhance their understanding of certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, the information provided by GAAP revenue.

Financial Table Follows

 

Nuance Communications, Inc.

Reconciliation of Supplemental Financial Information

GAAP and non-GAAP Revenue Guidance

(in thousands)

Unaudited

 
 

FY14

 

GAAP revenue

                                         

$

   

11,000

Acquisition-related adjustment - revenue

     

14,000

Non-GAAP revenue

$

   

25,000

 

For Investors:
Nuance Communications, Inc.
Kevin Faulkner, 408-992-6100
kevin.faulkner@nuance.com
or
For Press and Investors
Nuance Communications, Inc.
Richard Mack, 781-565-5000
richard.mack@nuance.com

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