Replies to post #398 on Nuance Communications, Inc. (NUAN)

[chmcnfunds]

Interesting response to the article:

Quote:
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Dr. Wheaton
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If you read the standstill agreement, it specifically restricts Icahn from making any publlic comments and forces all efforts to happen via his board participation. Thus, Icahn's public silence is no mystery.

The poison pill expires August 19 and it will be interesting to see what happens next. Icahn may instead be focused on the company's annual
meeting (probably in late January 2015) and using his leverage to fight for changes internally or (if needed) to initiate a proxy fight starting in October. The proxy fight proposals or nominations must be received between September 27, 2014 and October 27, 2014 so we will know very soon if Icahn will resign his seats on the board. Ricci most definitely wants to keep Icahn on the board and doing so will require compromise.

Here are some things to ponder:

Icahn can...
1) ask the board to let him buy more shares (like HLF did). Not a good idea IMO to allow Icahn to lower his cost-basis.
2) make a buyout offer (directly to the board)
3) fight privately (via the board) to have directors replaced
4) fight privately (via the board) to force Ricci out as chairman
5) pressure company to sell assets, pay down more debt
6) block any acquisitions
7) wait until poison pill expires, then resign from the board, and accumulate more shares then fight for control to remove CEO, BOD or even make a public tender offer. If this happens, I think we'll see $22+ in Oct-Nov timeframe. A $22 buyout offer from Icahn represents 30% premium over today's price and and more than 22% gain for Icahn's shares. A $22 buyout offer would be rejected of course but it could force Ricci to accept a sales process.
8) block another poison pill, making it possible for someone else to acquire over 20% under Icahn's approx cost-basis of $18.20
9) encourage a sale of company
10) withhold votes at shareholder's meeting

He cannot wage a proxy fight while on the BOD and he cannot make public statements, but Icahn certainly has some leverage and options available to effect changes. With patience, I believe NUAN could easily be worth $24-28
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NUAN