Rovi’s acquisition of TiVo remains on schedule to close in the third
quarter of 2016
SAN CARLOS, Calif. & SAN JOSE, Calif.--(BUSINESS WIRE)--
Rovi Corporation (NASDAQ: ROVI) and TiVo Inc. (NASDAQ: TIVO) today
announced that the Federal Trade Commission and the Antitrust Division
of the Department of Justice granted early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act relating
to the proposed acquisition of TiVo by Rovi. The proposed transaction
remains subject to other customary closing conditions, including the
approval of Rovi and TiVo stockholders. Early termination of the waiting
period is granted only if both the Antitrust Division of the Department
of Justice and the Federal Trade Commission have completed their review
and determined not to take any enforcement action. Both Rovi and TiVo
continue to expect the transaction to close in the third quarter of
calendar year 2016.
As announced on April 29, 2016, the new company will allow these two
leading entertainment technology innovators to use their complementary
products, services, and intellectual property assets to focus on the
common mission of providing technology and innovations that address the
changing media landscape.
“We are delighted to reach the important milestone of obtaining
clearance from the Federal Trade Commission and the Department of
Justice, which brings us one step closer to joining forces with TiVo,”
said Tom Carson, CEO of Rovi. “The combination of Rovi and TiVo brings
together two industry powerhouses focused on ushering in the next wave
of the consumer entertainment experience. Our complementary products,
services, and innovative patented technologies will transform the media
and entertainment landscape, further enabling our customers to build
more profitable relationships with consumers.”
“We are very pleased to receive the approval of the Federal Trade
Commission and Department of Justice,” said Naveen Chopra, interim CEO
and CFO of TiVo. “Moreover, we continue to see tremendous opportunity
for the combination of TiVo and Rovi. Together we possess key product,
technology, and service capabilities to redefine television. We look
forward to utilizing these assets for the benefit of both our customers
and stockholders as soon as the transaction is completed.”
About Rovi
Rovi Corporation (NASDAQ: ROVI) is creating personalized and data-driven
ways for viewers to discover the right entertainment and for providers
to discover the right audiences. Chosen by top brands in entertainment
content, services, and devices, Rovi touches the lives of hundreds of
millions of consumers by providing comprehensive solutions, customizable
products, and technology licensing to make discovery simple, seamless,
and personal. With more than 5,000 issued or pending patents worldwide,
Rovi is advancing entertainment and audience discovery. Learn more at www.rovicorp.com or
follow us on Twitter @rovicorp.
About TiVo
TiVo Inc. (NASDAQ: TIVO) is a global leader in next-generation
television services. With global headquarters in San Jose, CA, and
offices in New York, NY; Durham, NC; and Warsaw, Poland, TiVo's
innovative cloud-based Software-as-a-Service solutions enable viewers to
consume content across multiple screens in and out of the home. The TiVo
solution provides an all-in-one approach for navigating the “content
chaos” by seamlessly combining live, recorded, on-demand and
over-the-top television into one intuitive user interface with simple
universal search, discovery, viewing, and recording from a variety of
devices, creating the ultimate viewing experience. TiVo products and
services are available at retail or through a growing number of pay-TV
operators worldwide. TiVo's multiple subsidiary companies provide the
broader television industry and consumer electronics manufacturers with
set-top box, cloud-based video discovery and recommendation options,
interactive advertising solutions, and audience research and measurement
services. More information at: www.TiVo.com.
Forward-Looking Statements
This communication contains “forward-looking” statements as that term is
defined in the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements regarding the proposed
acquisition of TiVo and expected transaction timing. A number of factors
could cause Rovi’s and TiVo’s actual results to differ from anticipated
results expressed in such forward-looking statements. Such factors
include, among others, 1) uncertainties as to the timing of the
consummation of the transaction and the ability of each party to
consummate the transaction; 2) the satisfaction of the closing
conditions to the transaction, including the approval of the transaction
by Rovi’s and TiVo’s stockholders; and 3) failure to realize the
anticipated benefits of the proposed transaction, including as a result
of delay in completing the transaction or integrating the businesses of
Rovi and TiVo. 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 Rovi’s Annual Report on Form 10-K for the
period ended December 31, 2015 and Rovi’s Quarterly Report on Form 10-Q
for the period ended March 31, 2016, TiVo’s Annual Report on Form 10-K
for the period ended January 31, 2016 and TiVo’s Quarterly Report on
Form 10-Q for the period ended April 30, 2016, and other securities
filings which are on file with the Securities and Exchange Commission
(available at www.sec.gov).
Neither company assumes any obligation to update any forward-looking
statements except as required by law.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO
FIND IT
This communication is not a solicitation of a proxy from any stockholder
of Rovi, TiVo, or Titan Technologies Corporation. Titan Technologies
Corporation has filed a Registration Statement on Form S-4 (Registration
No. 333-211874) containing a preliminary joint proxy
statement/prospectus regarding the proposed transaction and other
documents regarding the proposed transaction described in this document
with the Securities and Exchange Commission. ROVI AND TIVO STOCKHOLDERS
ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND
SUCH OTHER MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANIES AND THE PROPOSED TRANSACTION. A definitive proxy
statement/prospectus will be sent to stockholders of each of Rovi
Corporation and TiVo Inc. seeking their approval of the transaction.
Stockholders may obtain a free copy of the joint proxy
statement/prospectus (when it becomes available), as well as any other
documents filed by Rovi, Titan Technologies Corporation, and TiVo with
the Securities and Exchange Commission, at the Securities and Exchange
Commission’s Web site at http://www.sec.gov.
Stockholders may also obtain a free copy of the joint proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy statement/prospectus from
Rovi by directing a request to Rovi Investor Relations at
+1-818-565-5200 and from TiVo by directing a request to MacKenzie
Partners, Inc., 105 Madison Avenue, New York, New York 10016,
212-929-5500, [email protected].
PARTICIPANTS IN THE SOLICITATION
Rovi, Parent, TiVo, and their respective directors and executive
officers and other members of their management and employees may be
deemed, under Securities and Exchange Commission rules, to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding Rovi’s directors and
officers can be found in its proxy statement filed with the Securities
and Exchange Commission on March 10, 2016, and information regarding
TiVo’s directors and officers can be found in its proxy statement filed
with the Securities and Exchange Commission on May 27, 2016. Additional
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, may be obtained by reading the joint
proxy statement/prospectus and other documents regarding the proposed
transaction. Stockholders may obtain a free copy of these documents as
described in the preceding paragraph.
NO OFFER OR SOLICITATION
The information in this communication is for informational purposes only
and is neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to or in connection with
the proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with applicable law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160711005398/en/
Rovi Corporation
Press:
Ricca Silverio
Vice-President,
Finn Partners
[email protected]
+1-949-439-7869
or
Investors:
Peter
Ausnit
VP, Investor Relations
[email protected]
+1-818-565-5200
or
TiVo
Press:
Steve
Wymer
VP, Communications
[email protected]
+1-408-519-9254
or
Investors:
Derrick
Nueman
VP, Investor Relations
[email protected]
+1-408-519-9677
Source: Rovi Corporation