The Securities Commission has granted an application by Nuance Communications, Inc. for the company to cease being a reporting issuer under the securities laws of Alberta, Ontario, and Quebec. The Alberta Securities Commission served as the principal regulator for the application, with the decision also applying to Ontario and intended to be relied upon in Quebec.
The decision was based on several key facts:
1. Nuance Communications, Inc., a Delaware corporation with headquarters in Massachusetts, is a reporting issuer in Alberta, Ontario, and Quebec.
2. Following a merger on March 4, 2022, Microsoft Corporation acquired all issued and outstanding shares of Nuance Communications, becoming its sole shareholder.
3. No Canadian residents held any outstanding debt securities of the company as of March 31, 2022.
4. The company’s securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
5. The securities are not traded on any marketplace or facility where trading data is publicly reported.
6. The company is not in default of any securities legislation except for failing to file certain financial documents for the quarter ended March 31, 2022.
7. The company could not use the simplified procedure for ceasing to be a reporting issuer due to this default.
The Commission concluded that the application met the legislative requirements for the company to cease being a reporting issuer. The relevant laws and regulations include the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii).