Filed by TiVo Corporation
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Xperi Corporation; TiVo Corporation; XRAY-TWOLF HoldCo Corporation
Commission File No.: 001-37870
The following communication was distributed to certain customers of TiVo Corporation on December 19, 2019.
Dear TiVo Partners,
It is my pleasure to announce that we have
entered into a definitive agreement under which TiVo will combine with Xperi. This transaction combines two technology pioneers who have shaped how millions of consumers access and experience entertainment content, and whose innovations are found in
billions of devices around the world.
TiVos leading content aggregation, discovery and recommendation capabilities enable viewers to more easily
find, watch and enjoy entertainment. When coupled with Xperis highly complementary and broad range of audio, imaging, and semiconductor products and solutions, the combined company will have a unique industry platform to help our customers
effectively offer consumers what they want: the ability to enjoy entertainment anywhere, any time, on any device.
Consumers today not only have more
content than ever before to choose from, but more ways to access it. Whether in their homes or their cars, on mobile devices or fixed screens, and across an expanding array of channels, consumers increasingly need technologies that simplify and
unify their experiences. Together with Xperi, we will enable our customers to create extraordinary experiences for the consumer by capitalizing on entertainment consumption trends with uniquely positioned converged media and technology solutions
across the home, automotive, and mobile markets. The combination of our two businesses will create a compelling and differentiated set of solutions that will set our customers apart from the competitive set with technology that helps consumers find
and enjoy the content they want, personalize the experience wherever they are and making that entertainment experience excellent with immersive, premium sound and imaging technology.
We expect the transaction to close in the second quarter of 2020, subject to customary closing conditions including regulatory approvals and the approval of
each respective companys stockholders. Until then, TiVo and Xperi will continue to operate as two separate companies. As always, TiVo remains committed to meeting your needs and providing you with the highest level of service.
We will provide you updates on this exciting development as we progress. Attached is the news release issued this morning for your reference. I and the rest
of the TiVo team look forward to seeing many of you at CES 2020 in a few short weeks.
Thank you for your support.
Best Regards,
Dave Shull
CEO
TiVo
Important Information and Where to Find It
In
connection with the proposed transaction, Xperi and TiVo will cause XRAY-TWOLF HoldCo Corporation, the future parent company (Holdco) to file with the U.S. Securities and Exchange Commission (SEC) a registration statement on
Form S-4 that will include a joint proxy statement of Xperi and TiVo and that also will constitute a prospectus of Holdco (Joint Proxy Statement/Prospectus). Xperi, TiVo and Holdco may also file
other documents