Receiver for the Lancer Funds Enters into Voting Agreement in connection with Proposed Plan of Arrangement involving Zi Corporation and Nuance Communications, Inc.



    MIAMI, FL, Feb. 27 /CNW/ - Marty Steinberg, solely in his capacity as
court appointed receiver (the "Receiver") of Lancer Management Group LLC,
Lancer Management Group, II, LLC, Lancer Offshore, Inc., Omnifund, Ltd., LSPV,
LLC, LSPV, Inc., G.H. Associates, LLC, and Alpha Omega Group, Inc. and as the
person in control of Lancer Partners, LP (collectively, the "Lancer Entities")
announced today that the Receiver, together with the Partners Trustee (as
defined below), and Nuance Communications, Inc., a Delaware corporation
("Nuance") entered into a Voting Support Agreement (the "Voting Agreement")
concurrently with the entering into of an Arrangement Agreement between Zi
Corporation (the "Issuer"), Nuance and Nuance Acquisition ULC, an unlimited
liability corporation existing under the laws of the Province of Alberta and
an indirect wholly-owned subsidiary of Nuance ("Sub"). The primary purpose of
the Voting Agreement is to secure the Receiver's and Partners Trustee's
agreement to vote the Common Shares of the Issuer ("Common Shares") described
in this press release in favour of the proposed Plan of Arrangement. The
general nature and material terms of the Voting Agreement are further
described in the early warning report to be filed by the Receiver under
applicable Canadian securities laws.
    This press release is also issued to disclose the Receiver's proposed
transfer of approximately 3,495,944 Common Shares to the Partners Trustee
pursuant to the First Amended Joint Plan of Liquidation of Lancer Partners,
L.P. (the "Bankruptcy Plan") which was confirmed by the United States
Bankruptcy Court for the Southern District of Florida on December 29, 2008.
    The Bankruptcy Plan and various orders of the United States District
Court for the Southern District of Florida collectively provide that the
assets of Lancer Partners, Lancer Management Group, II, LLC ("LMG II") and
LSPV, LLC ("LSPV-LLC") will be transferred to a liquidating trust (the
"Partners Trust") for purposes of their administration by a liquidating
trustee, Gerard A. McHale, Jr. (the "Partners Trustee").
    Pursuant to the Bankruptcy Plan, the sole purpose of the Partners Trustee
will be to liquidate the assets of Lancer Partners, LMG II and LSPV-LLC
(collectively, the "Partners Trust Assets") in favour of parties holding
claims (as defined in Section 101(5) of the United States Bankruptcy Code)
against Lancer Partners who are entitled to receive a distribution under the
Partners Trust pursuant to the Bankruptcy Plan and the Partners Trust
Agreement. The Partners Trustee has hired an investment manager to assist him
in administering the Partners Trust Assets.
    Upon information and belief, the Receiver has control or direction over
an aggregate 18,718,008 common shares of the Issuer ("Common Shares") which,
upon further information and belief, represents approximately 36.9% of a total
of 50,667,957 Common Shares issued and outstanding as of December 11, 2008 as
disclosed in a Directors' Circular filed by the Issuer on SEDAR on December
11, 2008.
    Due to the incompleteness and potential inaccuracy of the books and
records available to the Receiver, the Receiver expressly disclaims knowledge
as to the completeness and the accuracy of the information contained in this
news release regarding the number of Common Shares over which the Receiver has
control or direction. The issuing of this news release shall not be construed
as an admission that the Receiver or any of the Lancer Entities is, for the
purposes of applicable securities laws, the beneficial owner of any securities
referred to in this news release. The issuing of this news release shall not
be construed as an admission that any of the entities in receivership or
Lancer Partners, LP are joint actors with each other.
    The address of the Receiver is c/o Hunton & Williams, LLP, 1111 Brickell
Avenue, Suite 2500, Miami, Florida 33131.





For further information:

For further information: including a copy of the early warning report to
be filed by the Receiver under applicable Canadian securities laws in
connection with the matters disclosed in this news release, contact: David E.
Wells, Hunton & Williams, counsel to Receiver, (305) 810-2591

Organization Profile

MARTY STEINBERG, RECEIVER FOR THE LANCER FUNDS

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