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ROVI HAS ACTED IN GOOD FAITH TO SETTLE THROUGHOUT THIS PROXY CONTEST
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ENGAGED CAPITAL’S ACTIONS SUGGEST IT IS MORE FOCUSED ON ITS OWN
INTERESTS AND GETTING ITS FIRST PROXY FIGHT “WIN” THAN DOING WHAT IS
RIGHT FOR ROVI STOCKHOLDERS
-
ROVI IS COMMITTED TO ADDING FURTHER EXPERIENCE TO THE BOARD, BUT
WILL NOT LOWER ITS STANDARDS TO INCLUDE DAVID LOCKWOOD
SANTA CLARA, Calif.--(BUSINESS WIRE)--
Rovi Corporation (NASDAQ:ROVI) today issued the following letter
to all Rovi stockholders in connection with its 2015 Annual Meeting of
Stockholders, which will be held on May 13, 2015:
VOTE “FOR ALL” ROVI DIRECTORS ON THE BLUE
PROXY CARD TO PROTECT THE VALUE OF YOUR INVESTMENT IN ROVI
Dear Fellow Stockholders,
Throughout this proxy contest, stockholders have asked us: Why hasn’t
this matter settled? Why let the company suffer through an
expensive, distracting and potentially destabilizing proxy fight at a
time when Rovi is focusing on critical IP renewals and product launches?
As we detailed in our prior letter to stockholders on April 27, 2015, Rovi’s
Board has made reasonable and distinct settlement offers,
contrary to what Engaged Capital wants stockholders to believe. Had
Engaged Capital wished to negotiate the terms of settlement, rather than
flatly reject them, it certainly could have done so. For example, Rovi
affirmatively offered Engaged Capital the opportunity to propose changes
to the standard standstill provision (despite it being a provision that
Engaged Capital has agreed to in past settlements with other companies),
and Engaged Capital chose not to respond to our offer.
Nevertheless, Rovi made its most recent settlement proposal just over a
week ago, on May 3, 2015, offering to:
(i) Appoint one of Engaged Capital’s nominees (Raghu Rau) to the Board
immediately;
(ii) Appoint a new mutually agreed-upon director to the Board
(consistent with the Company’s ongoing director search and including new
candidates suggested to Rovi by other investors);
(iii) Have our current Chairman of the Board agree not to stand for
re-election at Rovi’s 2016 Annual Meeting (with an expressed desire to
minimize disruption during a critical year for the Company and have an
orderly transition in advance of the 2016 Annual Meeting once the new
mutually-agreed director was found);
(iv) Institute a finance and strategy committee of the Board as Engaged
Capital requested; and
(v) Pay for Engaged Capital’s costs in connection with this contest.
Engaged Capital rejected our offer
and has made clear it will not accept any proposal that doesn’t
include putting David Lockwood on the Rovi Board, despite our very
serious concerns regarding Lockwood’s qualifications and his reputation
among our customers. Our Board takes its responsibilities to
stockholders seriously and will not compromise its standards for Board
membership and accept Engaged Capital’s insistence on David Lockwood. We
would rather allow ALL Rovi stockholders to decide Board membership for
themselves.
These facts stand in stark contrast to the comments Engaged Capital made
last week claiming that Rovi’s Board made only one, hollow settlement
offer1 and calls into question Engaged Capital’s agenda.
Engaged Capital has been quick to cite its history of settlements, so
why wouldn’t it settle this contest and work with Rovi for the benefit
of all of its stockholders? We can only conclude that Engaged Capital is
apparently more focused on winning its first public proxy fight than
achieving the best result for Rovi stockholders.
As we have communicated to you throughout the course of this contest, we
believe Engaged Capital and its nominees are
the wrong choice for Rovi. In our view, they do NOT have
compelling qualifications; they have NO plan for Rovi’s future; and they
have expressed ideas which we believe – if enacted – would seriously
threaten the value Rovi is poised to realize.
VOTE “FOR ALL” ROVI DIRECTORS ON THE BLUE
PROXY CARD TO PROTECT THE VALUE OF YOUR INVESTMENT IN ROVI
Over the past two months, our concerns about Engaged Capital have only
grown stronger. Engaged Capital has been unwilling to come to reasonable
terms despite the clear costs to Rovi and its stockholders. Moreover, it
has repeatedly misrepresented our good-faith attempts to resolve this
situation.
Rovi is actively augmenting its Board with key strategic expertise to
drive sustained and profitable growth. We are
prepared to continue making the RIGHT changes with qualified nominees
– like recent addition Steven Lucas – and are actively talking to and
evaluating candidates that have been introduced to us by our
stockholders.
As a stockholder, if you want to see additional expertise on the Board,
make sure it is the RIGHT expertise. If you have already voted on
Engaged Capital’s white proxy card, you have every right to change your
vote using a later dated BLUE proxy card. We strongly urge you to vote “FOR
ALL” Rovi directors on the BLUE
proxy card to protect the value of your investment in Rovi.
Thank you.
If you have any questions, require assistance with voting your BLUE
proxy card
or need additional copies of the proxy
materials, please contact:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY
10016
[email protected]
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Rovi Corporation, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies from
stockholders in connection with Rovi’s 2015 Annual Meeting of
Stockholders. Rovi has filed with the SEC and has provided to its
stockholders a definitive proxy statement and a BLUE
proxy card in connection with such solicitation. ROVI STOCKHOLDERS ARE
STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY
AMENDMENTS AND SUPPLEMENTS) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the names of Rovi’s directors and executive
officers and their respective interests in Rovi by security holdings or
otherwise is set forth in Rovi’s definitive proxy statement for the 2015
Annual Meeting of Stockholders, filed with the SEC on April 13, 2015,
and in Rovi’s annual report on Form 10-K for the year ended December 31,
2014, filed with the SEC on February 19, 2015, which documents are
available at the investor relations portion of Rovi’s website at http://ir.rovicorp.com/CorporateProfile.aspx?iid=4206196.
To the extent holdings of such participants in Rovi’s securities have
changed since the amounts described in the 2015 proxy statement, or if a
particular participant’s holdings are not set forth in the 2015 proxy
statement, such holdings (or changes thereto) have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. Information regarding
the special interests of such participants, if any, in the matters to be
voted on at Rovi’s 2015 Annual Meeting of Stockholders is included in
the definitive proxy statement referred to above. You can obtain free
copies of these referenced documents as described below.
These documents, including the definitive proxy statement (and
amendments or supplements thereto) and the accompanying BLUE
proxy card, and any other relevant documents and other material filed by
Rovi with the SEC, are or will be available for no charge at the SEC's
website at www.sec.gov
and at the investor relations portion of Rovi’s website at http://ir.rovicorp.com/CorporateProfile.aspx?iid=4206196.
Copies may also be obtained free of charge by contacting Rovi Investor
Relations by mail at 2830 De La Cruz Boulevard, Santa Clara, California
95050 or by telephone at (408) 562-8400.
About Rovi Corporation
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.
1 In its May 8, 2015 letter to stockholders, Engaged Capital
claimed that Rovi’s Board has made only one settlement offer, pursuant
to which “no incumbent will take responsibility for the
value-destruction and step down, no direct shareholder representative
would join the Board, Engaged Capital would be restricted to an
unprecedented ownership limit of just 1% of the outstanding shares, and
no strategy or finance committee would be given the proper mandate...”
Investors
Rovi Corporation
Peter Halt, 818-295-6800
Peter
Ausnit, 818-565-5200
or
MacKenzie Partners, Inc.
Paul
Schulman, 212-929-5500
Larry Dennedy, 212-929-5500
or
Media
Sard
Verbinnen & Co
John Christiansen, 415-618-8750
Megan
Bouchier, 415-618-8750
Source: Rovi Corporation