Transaction Remains on Track to Close in Second
Quarter
Xperi Corporation (Nasdaq: XPER) and TiVo Corporation (Nasdaq:
TIVO) today announced that they have received notification of early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to
the all-stock merger of equals transaction of Xperi and TiVo. The
early termination of the waiting period under the HSR Act satisfies
one of the conditions to the closing of the transactions
contemplated by the previously announced Agreement and Plan of
Merger and Reorganization (the “Merger Agreement”) made and entered
into as of December 18, 2019, by and among Xperi, TiVo, XRAY-TWOLF
Holdco Corporation (“Holdco”), XRAY Merger Sub Corporation, and
TWOLF Merger Sub Corporation. The consummation of such transactions
remains subject to other customary closing conditions set forth in
the Merger Agreement, including receipt of the approval of the
stockholders of Xperi and TiVo.
Xperi and TiVo intend to cause Holdco to file the registration
statement on Form S-4, which will include a joint proxy statement
of Xperi and TiVo, at or around the same time of the filing of each
company’s annual report on Form 10-K on February 18, 2020. Xperi
and TiVo still anticipate that the closing of the transaction will
occur in the second quarter of 2020, subject to approval of both
Xperi and TiVo stockholders and other customary closing
conditions.
About Xperi Corporation
Xperi Corporation (Nasdaq: XPER) and its brands DTS, IMAX
Enhanced, HD Radio, and Invensas, are dedicated to creating
innovative technology solutions that enable extraordinary
experiences for people around the world. Xperi’s solutions are
licensed by hundreds of leading global partners and have shipped in
billions of products in areas including premium audio, automotive,
broadcast, computational imaging, computer vision, mobile computing
and communications, memory, data storage, and 3D semiconductor
interconnect and packaging. For more information, please call
408-321-6000 or visit www.xperi.com.
About TiVo Corporation
TiVo Corporation (Nasdaq: TIVO) brings entertainment together,
making it easy to find, watch and enjoy. We serve up the best
movies, shows and videos from across live TV, on-demand, streaming
services and countless apps, helping people to watch on their
terms. For studios, networks and advertisers, TiVo delivers a
passionate group of watchers to increase viewership and engagement
across all screens. Go to tivo.com and enjoy watching.
Important Information and Where to Find
It
In connection with the proposed transaction, Xperi and TiVo will
cause 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 with the SEC regarding the proposed transaction. This
press release is not a substitute for the Joint Proxy
Statement/Prospectus or any other document which Xperi, TiVo or
Holdco may file with the SEC. INVESTORS, XPERI STOCKHOLDERS AND
TIVO STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors, Xperi
stockholders and TiVo stockholders may obtain free copies of the
Joint Proxy Statement/Prospectus (when available) and other
documents that are filed or will be filed with the SEC by Xperi,
TiVo or Holdco through the website maintained by the SEC at
www.sec.gov or by contacting the investor relations department of
Xperi or TiVo at the following:
Xperi Corporation 3025 Orchard Parkway San Jose, California
95134 Attention: Investor Relations 818-436-1231 IR@xperi.com
TiVo Corporation 2160 Gold Street San Jose, California 95002
Attention: Investor Relations 818-295-6651 IR@tivo.com
Participants in the
Solicitation
Xperi, TiVo or Holdco and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding Xperi’s directors and executive officers,
including a description of their direct interests, by security
holdings or otherwise, is contained in Xperi’s proxy statement for
its 2019 annual meeting of stockholders, which was filed with the
SEC on March 20, 2019. Information regarding TiVo’s directors and
executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in
TiVo’s proxy statement for its 2019 annual meeting of stockholders,
which was filed with the SEC on March 15, 2019. Xperi stockholders
and TiVo stockholders may obtain additional information regarding
the direct and indirect interests of the participants in the
solicitation of proxies in connection with the proposed
transaction, including the interests of Xperi and TiVo directors
and executive officers in the transaction, which may be different
than those of Xperi and TiVo stockholders generally, by reading the
Joint Proxy Statement/Prospectus and any other relevant documents
that are filed or will be filed with the SEC relating to the
transaction.
No Offer or Solicitation
This press release is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. 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.
Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on Xperi’s and TiVo’s current expectations,
estimates and projections about the expected date of closing of the
proposed transaction and the potential benefits thereof, its
business and industry, management’s beliefs and certain assumptions
made by Xperi and TiVo, all of which are subject to change. In this
context, forward-looking statements often address expected future
business and financial performance and financial condition, and
often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,”
“might,” “potentially,” “estimate,” “continue,” “expect,” “target,”
similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or
outcomes. All forward-looking statements by their nature address
matters that involve risks and uncertainties, many of which are
beyond our control, and are not guarantees of future results, such
as statements about the consummation of the proposed transaction
and the anticipated benefits thereof. These and other
forward-looking statements, including the failure to consummate the
proposed transaction or to make or take any filing or other action
required to consummate the transaction on a timely matter or at
all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. 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. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms
and timing, including obtaining shareholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, cost savings, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management, expansion and growth of Holdco’s
businesses and other conditions to the completion of the
transaction; (ii) 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 Xperi
and TiVo; (iii) Xperi’s ability to implement its business strategy;
(iv) pricing trends, including Xperi’s and TiVo’s ability to
achieve economies of scale; (v) potential litigation relating to
the proposed transaction that could be instituted against Xperi,
TiVo or their respective directors; (vi) the risk that disruptions
from the proposed transaction will harm Xperi’s or TiVo’s business,
including current plans and operations; (vii) the ability of Xperi
or TiVo to retain and hire key personnel; (viii) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (ix)
uncertainty as to the long-term value of Holdco common stock; (x)
legislative, regulatory and economic developments affecting Xperi’s
and TiVo’s businesses; (xi) general economic and market
developments and conditions; (xii) the evolving legal, regulatory
and tax regimes under which Xperi and TiVo operate; (xiii)
potential business uncertainty, including changes to existing
business relationships, during the pendency of the proposed
transaction that could affect Xperi’s and/or TiVo’s financial
performance; (xiv) restrictions during the pendency of the proposed
transaction that may impact Xperi’s or TiVo’s ability to pursue
certain business opportunities or strategic transactions; (xv)
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Xperi’s and TiVo’s response to any of the
aforementioned factors; (xvi) failure to receive the approval of
the stockholders of Xperi and/or TiVo; and (xvii) any plans
regarding a potential separation of the combined businesses. These
risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the Joint Proxy
Statement/Prospectus to be filed with the SEC in connection with
the proposed transaction. While the list of factors presented here
is, and the list of factors presented in the Joint Proxy
Statement/Prospectus will be, considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward
looking statements. Consequences of material differences in results
as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on Xperi’s or TiVo’s consolidated financial
condition, results of operations, or liquidity. Neither Xperi nor
TiVo assumes any obligation to publicly provide revisions or
updates to any forward-looking statements, whether as a result of
new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200205005248/en/
Xperi Investor Contact: Geri Weinfeld 818-436-1231
geri.weinfeld@xperi.com
Xperi Media Contact: Stacy Roughan 818-436-1086
media@Xperi.com
TiVo Investor Contact: Debi Palmer 818-295-6651
debi.palmer@tivo.com
TiVo Media Contact: John Goodwin 646-706-1691
john.goodwin@tivo.com
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