Combined Company Furthers Legacy of Ground-Breaking Entertainment
Technology and Compelling Consumer Experiences
SAN CARLOS, Calif.--(BUSINESS WIRE)--
Rovi Corporation (NASDAQ: ROVI) today announced that it has completed
its acquisition of TiVo Inc. The company is adopting the iconic TiVo
brand, marking the emergence of a new global leader in innovative
products and licensable inventions that power consumer entertainment
experiences and transform the value of audience relationships. The new
TiVo is the convergence of two industry visionaries in media
entertainment with complementary products and services, and innovative
patented technologies that will usher in a new era of the consumer
entertainment experience.
The combined company will immediately begin the process of integrating
technological and product capabilities, harnessing the power of the
unified product and innovation portfolios to enable traditional,
over-the-top (OTT) and emerging providers to create new and compelling
consumer experiences.
“Today’s consumers face a fragmented media landscape when it comes to
devices and platforms, and content owners and service providers want to
understand their audiences better and help their customers navigate an
ever-increasing set of content choices,” said Tom Carson, president and
CEO, TiVo. “The new TiVo is uniquely positioned to provide
ground-breaking offerings that address the rapidly changing media
landscape. Our broader product portfolio, more innovative patented
technologies, increased resources and a stronger financial profile
position us strongly for success and to continue providing the ultimate
entertainment experiences to consumers across the globe.”
TiVo’s history of innovation in DVR functionality across set-top boxes,
tablets and mobile devices naturally complements Rovi’s signature
capabilities in guides, personalization, advertising, analytics and
cloud services. TiVo will bring together the next generation of
technologies, products and critical scale necessary to address today’s
insatiable demand for media and entertainment and to achieve the
company’s strategic business goals and deliver sustainable stockholder
value.
The new TiVo will have significant financial and operational scale. The
company provides guidance solutions to more than 25 million households,
serving more than 500 pay-TV operators, and has technologies that span
more than 70 countries. The company expects to realize at least $100
million in annual cost synergies, with 65 percent of these synergies
recognized in the first 12 months. The company intends to provide fiscal
2016 estimates during its next regularly scheduled earnings conference
call.
The closing value of the transaction, based on the volume-weighted
average of Rovi’s common stock price on the NASDAQ Stock Market, as
reported by Bloomberg L.P., for the fifteen consecutive trading days
ended on and including September 1, 2016 (the trading day three business
days prior to September 7, 2016, the closing date of the mergers), which
was $20.6344 per share, and the corresponding exchange ratio for TiVo
common stock of 0.3853x, all as provided for in the merger agreement,
was $1.1 billion, comprised of approximately $270 million in cash and
39.7 million new TiVo shares. Shares of new TiVo will be traded on the
NASDAQ under the ticker symbol “TIVO”. Additionally, consistent with
Rovi’s prior announcement, former TiVo Inc. board members Daniel Moloney
and Jeffrey T. Hinson joined the new TiVo board of directors as of the
completion of the acquisition.
About TiVo
TiVo (NASDAQ: TIVO) is the global leader in entertainment technology and
audience insights. From the interactive program guide to the DVR, TiVo
delivers innovative products and licensable technologies that
revolutionize how people find content across a changing media landscape.
TiVo enables the world’s leading media and entertainment providers to
deliver the ultimate entertainment experience. Explore the next
generation of entertainment at tivo.com,
forward.tivo.com
or follow us on Twitter @tivo
or @tivoforbusiness.
Forward-looking Statement
Certain statements made herein, including, for example, regarding the
integration efforts of TiVo Inc. and Rovi Corporation, the industry
landscape and the combined company’s position therein, the enhanced
product strength, global reach and customer base of the combined
companies, the expected synergies to be realized from the combination,
and any other statements about the combined company management’s future
expectations, beliefs, goals, plans or prospects, are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on the combined company’s current
expectations, estimates and projections about its business and industry,
management’s beliefs and certain assumptions made by the combined
company, all of which are subject to change. Statements that include the
words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,”
“will,” “may,” “would” and similar statements of a future or
forward-looking nature may be used to identify forward-looking
statements. All forward-looking statements address matters that involve
risks and uncertainties, many of which are beyond our control, and are
not guarantees of future results. Accordingly, there are or will be
important factors that could cause actual results to differ materially
from those indicated in such statements and, therefore, you should not
place undue reliance on any such statements and caution must be
exercised in relying on forward-looking statements. We believe that
these factors include, but are not limited to, the following: 1) failure
to realize the anticipated benefits of the proposed transactions,
including as a result of delay in integrating or failure to successfully
integrate the businesses of TiVo Inc. and Rovi Corporation and/or
insufficient customer demand for the combined company’s technologies and
integrated offerings; 2) the expected amount and timing of cost savings
and operating synergies; 3) unexpected costs, charges or expenses
resulting from the transactions; 4) uncertainty as to the long-term
value of the combined company’s common stock; 5) unpredictability and
severity of natural disasters; 6) adequacy of the combined company’s
risk management and loss limitation methods; 7) the resolution of
intellectual property claims; 8) seasonal trends that impact consumer
electronics sales; 9) the combined company’s ability to implement its
business strategy; 10) adequacy of the combined company’s and its
subsidiaries’ loss reserves; 11) retention of key personnel by the
combined company; 12) intense competition from a number of sources;
13) potential loss of business from one or more major licensees;
14) general economic and market conditions; 15) the integration of
businesses that the combined company may acquire or new business
ventures that the combined company may start; 16) evolving legal,
regulatory and tax regimes; 17) litigation related to the transactions;
and 18) other developments in the DVR and advanced television solutions
market, as well as management’s response to any of the aforementioned
factors.
The foregoing review of important factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary
statements that are included herein and elsewhere, including the Risk
Factors included in our most recent reports on Form 10-K and Form 10-Q
and other documents of TiVo Corporation, Rovi Corporation and TiVo Inc.
on file with the Securities and Exchange Commission (“SEC”). Our SEC
filings are available publicly on the SEC’s website at www.sec.gov.
Any forward-looking statements made or incorporated by reference herein
are qualified in their entirety by these cautionary statements, and
there can be no assurance that the actual results or developments
anticipated by us will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on, us or
our business or operations. Except to the extent required by applicable
law, we undertake no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160908005518/en/
Press:
Finn Partners
Ricca Silverio
[email protected]
+1-949-439-7869
or
Investors:
TiVo
Inc.
Peter Ausnit
VP, Investor Relations
[email protected]
+1-818-565-5200
Source: TiVo Inc.