Science & Technology
Science and Technology
Science and Technology
Wed, February 4, 2009 Zi Corporation: Zi Board of Directors Reaffirms Its Recommendation That Shareholders Reject Nuance's Offer to Purchase Zi Share
CALGARY, ALBERTA--(Marketwire - Feb. 4, 2009) - Zi Corporation (TSX:ZIC) (NASDAQ:ZICA) (the "Company" or "Zi") today announced that in response to Nuance's extension of its offer to purchase Zi Shares, the Board of Directors of Zi ("Zi's Board") reaffirms its recommendation that its shareholders ("Shareholders") reject the extended offer (the "Offer") by Nuance Communications, Inc. ("Nuance") to purchase all of the common shares of Zi ("Zi Shares") for US$0.40. The latest extension of the Offer expires on February 13, 2009. To reject the Offer, Shareholders do not need to do anything. If Shareholders have already tendered their Zi Shares, they can withdraw them. For information on how to withdraw Zi Shares that have been tendered, Shareholders can contact their broker or Zi's information agent, Laurel Hill Advisory Group at 1-888-819-0207.
On November 26, 2008, Nuance made a conditional offer to the holders of Zi Shares for US$0.40 per Zi Share in cash, expiring December 31, 2008. This expiry date was later changed to January 2, 2009. On December 31, 2008, Nuance reported that only 245,072 shares were tendered and extended the Offer to January 16, 2009. On January 16, 2009, Nuance reported that only 563,560 shares were tendered and further extended the Offer to January 30, 2009. On January 30, 2009, Nuance again extended the Offer to February 13, 2009 and reported that 1,839.629 shares had been tendered. The number of shares tendered as of January 30, 2009 represents approximately 3.6% of the total outstanding shares of Zi.
ZI'S BOARD UNANIMOUSLY REAFFIRMS ITS PREVIOUS RECOMMENDATION THAT SHAREHOLDERS REJECT THE OFFER AND THAT SHAREHOLDERS DO NOT TENDER THEIR ZI SHARES TO THE OFFER. IF SHAREHOLDERS HAVE ALREADY TENDERED THEIR ZI SHARES, SHAREHOLDERS SHOULD WITHDRAW THEM.
In reaffirming its previous recommendation, the Special Committee considered certain updates relating to factors previously considered and outlined in Zi's Directors Circular dated December 11, 2008, including, but not limited to, the following:
- Despite three extensions to the Offer garnering only approximately 3.6% of the total outstanding shares of Zi, Nuance has not changed the Offer;
- Zi has, since the first extension to the Offer by Nuance, participated in discussions with a major Shareholder of Zi and Nuance to enhance the Offer; and
- Zi continues to be active in discussions with third parties concerning potential alternative transactions to generate greater value to Shareholders.
Zi's Shareholders are strongly advised to read the Directors' Circular mailed to Shareholders on December 11, 2008, because it contains important information about the Offer. Shareholders may also obtain a copy of the Directors' Circular from Zi's website at [ www.zicorp.com ]. Copies are also available at the Canadian SEDAR website at [ www.sedar.com ] and at the U.S. Securities and Exchange Commission's (the "SEC") website at [ www.sec.gov ]. The Directors' Circular is also included as an exhibit to Zi's Recommendation Statement on Schedule 14D-9, which was filed with the SEC on December 11, 2008, and amended on December 19, 2008, December 31, 2008 and January 8, 2009. Zi's Shareholders are also advised to read the Schedule 14D-9 and amendments thereto which may be filed by Zi. If any Zi Shareholder has any questions regarding the recommendation of Zi's Board or requires assistance withdrawing Zi Shares from the Offer, such Shareholder is advised to contact Zi's information agent, Laurel Hill Advisory Group, at 1-888-819-0207.
About Zi Corporation:
Zi Corporation is a leading provider of discovery and usability solutions for Mobile Search, Input and Advertising. Zi Corporation's suite of award-winning products offers innovative ways for mobile operators to showcase new services and content to their subscribers, while encouraging users to get the most out of their communication devices. Increased device usage can help mobile operators drive additional revenues and lead to improved customer retention.
Zi products are featured on more than 1000 handset models and implemented across most technology platforms in the market today.
Zi is a software company committed exclusively to evolving its innovative product family in support of its licensees worldwide. A publicly traded company, Zi Corporation is currently listed on The Nasdaq Capital Market (ZICA) and the Toronto Stock Exchange (ZIC). For more information, please visit [ www.zicorp.com ].
Safe Harbor Statement:
This release may be deemed to contain forward-looking statements under applicable securities laws. These forward-looking statements include, among other things, statements regarding future events and the future financial performance of Zi, including the ability of Zi or a major Shareholder of Zi to continue to pursue discussions with Nuance to enhance the Offer and the prospects for alternative transactions to generate greater value to Shareholders. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors, including: competition; global economic conditions and uncertainties in the geopolitical environment; rapid technological and market change; matters affecting Zi's significant shareholder; litigation involving patents, intellectual property, and other matters; Zi's ability to manage financial risk; Zi's ability to successfully perform its license agreements and ability to successfully enter into new license agreements with new and existing customers; Zi's ability to raise capital on terms favourable to it, if at all; currency fluctuations and other international factors; potential volatility in operating results, Zi's current and future operating expense levels and R&D expense levels; and other factors listed in Zi's filings with the SEC. Zi believes that the expectations reflected in this press release are reasonable, but actual results may be affected by a variety of variables and may be materially different from the results or events in the forward looking statements. Any projections in this release are based on limited information currently available to Zi, which is subject to change. Although any such projections and the factors influencing them will likely change, except to the extent required by law, Zi will not necessarily update the information. Such information speaks only as of the date of this release.
ZiTM, DecumaTM, QixTM, eZiTextTM and eZiTypeTM are either trademarks or registered trademarks of Zi Corporation and/or its subsidiaries. All other trademarks are the property of their respective owners.
