SANTA CLARA, Calif.--(BUSINESS WIRE)--
Rovi Corporation (NASDAQ:ROVI) a leading provider of advanced
entertainment discovery, data analytics, and monetization solutions,
today issued the following statement in response to Engaged Capital,
LLC’s intention to nominate four candidates to be considered for
election to Rovi’s Board of Directors at the Company’s 2015 Annual
Meeting of Stockholders:
Rovi is open to constructive input from all of our stockholders and
we respect the right of stockholders to nominate directors. As a
part of our commitment to good corporate governance, including a strong
board, Rovi has been in the process of evaluating a number of qualified
new board candidates with the assistance of an independent executive
recruiting firm to add further depth of relevant industry experience to
our Board. We are currently in the final stages of that process.
We regularly apprised Engaged Capital of our progress in the Board’s
independent search process, and agreed to meet with nominees they
suggested. As our process has continued, however, Engaged Capital
refused to cooperate and denied our requests to interview their
recommended nominees that fit our search criteria. We are
disappointed that Engaged Capital has chosen not to participate in, and
in fact to undermine, the Company’s process. Based upon their
action today, Engaged Capital, which is reported to own only 0.6% of the
Company’s shares, is attempting to seize control of the Company without
paying stockholders a control premium.
Rovi’s Board and management team are focused on execution and
delivering value for all stockholders.
Since reconstituting the management team, refocusing the Company’s
strategy and restructuring the business beginning in 2012, we have built
a solid foundation for future growth – including through key license
agreement renewals, advancement of our cloud-based guidance platform and
advanced search and recommendation tools, as well as our data and
analytics platforms – while also aggressively continuing efforts to
drive operational efficiency. Rovi’s Board and management are
confident the Company is well-positioned to capitalize on substantial
opportunities ahead and create value for all of our stockholders. Rovi
recently provided a deeper review of the opportunities it sees at its
Analyst Day on January 7, 2015 (investors may view a replay of the
webcast at https://event.webcasts.com/starthere.jsp?ei=1051275).
At this time, no action by Rovi stockholders is required. The Company
will continue to communicate with its stockholders as appropriate and
encourages them to review Rovi's proxy materials for the 2015 Annual
Meeting of Stockholders when they become available.
Additional Information
The Company plans to file a proxy statement with the Securities and
Exchange Commission (the "SEC") in connection with the solicitation of
proxies by the Company in connection with its 2015 Annual Meeting of
Stockholders. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain free copies of these
documents (when available) and other documents filed with the SEC by the
Company through the website maintained by the SEC at www.sec.gov,
and at the Company's website at www.rovicorp.com.
Rovi’s directors and executive officers and other persons may be deemed,
under SEC rules, to be participants in the solicitation of proxies in
connection with the 2015 Annual Meeting of Stockholders. Information
regarding the participants in the proxy solicitation and a description
of their direct and indirect interests in the transaction, by security
holdings or otherwise, will be contained in Rovi’s Annual Report on Form
10-K for the year ended December 31, 2014 and in Rovi’s proxy statement
for the 2015 Annual Meeting of Stockholders when filed with the SEC.
About Rovi
Rovi is leading the way to a more personalized entertainment experience.
The company’s pioneering guides, data, and recommendations continue to
drive program search and navigation on millions of devices on a global
basis. With a new generation of cloud-based discovery capabilities and
emerging solutions for interactive advertising and audience analytics,
Rovi is enabling premier brands worldwide to increase their reach, drive
consumer satisfaction and create a better entertainment experience
across multiple screens. The company holds over 5,000 issued or pending
patents worldwide and is headquartered in Santa Clara, California.
Discover more about Rovi at rovicorp.com.
Forward Looking Statements
All statements contained herein (including the Analyst Day presentation
referenced above) that are not statements of historical fact, including
but not limited to any description of the Company’s or its management’s
future plans, objectives, or goals, are “forward-looking statements” and
are made pursuant to the Safe-Harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, the Company's estimates of
future revenues, earnings and expenses, business strategies, anticipated
contract signings, and stock repurchases. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that could cause the actual results of the Company to be
materially different from the historical results and/or from any future
results or outcomes expressed or implied by such forward-looking
statements. Such factors include, among others, the Company’s ability to
successfully execute on its strategic plan and customer demand for and
industry acceptance of the Company's technologies and integrated
solutions, the Company’s plans to deliver its new products with the
anticipated functionality and the Company’s assumptions and estimates
relating to the discovery and monetization areas, and the Company’
ability to pay down its debt. Such factors are further addressed in the
Company’s Report on Form 10-K for the period ended December 31, 2014 and
other documents as are filed with the Securities and Exchange Commission
from time to time (available at www.sec.gov).
The Company assumes no obligation, except as required by law, to update
any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release.
Investors
Rovi Corporation
Peter Halt, 818-295-6800
Peter
Ausnit, 818-565-5200
or
Media
Sard Verbinnen & Co.
John
Christiansen/Megan Bouchier, 415-618-8750
Source: Rovi Corporation