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Microsoft’s $19.7 Billion Acquisition of Nuance Communications Delayed
New filing suggests regulatory approval is taking longer than Microsoft initially expected.
October 27, 2021
Microsoft (MSFT) shares jumped 5% to a record high after fiscal first quarter earnings impressed investors. Regulators seem less impressed though as they take longer than expected to decide whether Microsoft’s proposed acquisition of Nuance Communications (NUAN) should be allowed to go through.

In April 2021, Microsoft agreed to pay $19.7 billion for Nuance, a cloud and artificial intelligence (AI) software provider to healthcare firms and other enterprises. Three months after the announcement, Microsoft disclosed in its most recent annual report that it expected the deal to close by year end:

“... and we expect it to close by the end of calendar year 2021…”

In ts latest 10-Q, Microsoft included new language indicating the Nuance acquisition, which has been approved by Nuance shareholders, may be delayed by a quarter:

“...we expect it to close by the end of the second quarter or early in the third quarter of fiscal year 2022…”

The third quarter of FY 2022 pushes regulatory approval into the first quarter of calendar year 2022, a delay Microsoft did not anticipate as recently as 90-days ago when it filed its most recent 10-K.

Separately, Microsoft paid almost no tax this quarter thanks to an intangible asset transfer that netted the company a $3.3 billion tax benefit. The benefit was the result of the transfer of certain intangible properties from Microsoft’s Puerto Rico subsidiary to the U.S.:

“The transfer of intangible properties resulted in a $3.3 billion net income tax benefit in the first quarter of fiscal year 2022, as the value of future U.S. tax deductions exceeds the current tax liability from the U.S. global intangible low-taxed income tax.”

The transfer saved the company approximately $2.8 billion in tax (based on last quarter’s 13.8% effective tax rate) and added $0.44 per share to Microsoft’s GAAP EPS.
Related: CRNC
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