- Filing of certain prospectuses and communications in connection with business combination transactions (425)
June 02 2010 - 5:26PM
Edgar (US Regulatory)
Filed
pursuant to Rule 425 under the Securities Act of 1933 and deemed
filed
pursuant
to Rule 14a-12 under the Securities Exchange Act of 1934
Filing
Person: Sonic Solutions
Commission
File No.: 000-23190
Subject
Company: DivX, Inc.
Commission
File No.: 001-33029
To: All
Sonic Staff
From:
Dave Habiger
Date:
June 2, 2010
Dear
Colleagues,
Today
Sonic announced a definitive agreement to acquire DivX, Inc., a leading digital
media company based in San Diego, California. This is a major milestone in our
company’s history and one that positions Sonic to take full advantage of the
opportunities that lie before us.
Sonic and
DivX share a common goal of enabling easy and convenient access to digital video
content on a broad range of platforms and devices. This common goal is reflected
in the complementary nature of many of our products, technologies, customers,
and partnerships.
Perhaps
best known for its popular digital video “codecs” (for encoding and decoding
video) and digital rights management technology (“DRM”), DivX has helped pioneer
the efficient delivery of high-quality Internet video to consumer electronics.
Today, DivX is a globally recognized brand, supported by a community of millions
of consumers and a website that attracts more than 12 million unique visitors
per month. DivX technology resides on over 300 million consumer electronics
devices, including over 8500 models of digital televisions, DVD and Blu-ray
Players, and over 80 different mobile handsets.
The
acquisition of DivX furthers Sonic’s mission to enable digital media from
Hollywood to home and accelerates key initiatives with RoxioNow aimed at
providing seamless access to premium entertainment as well as personal media on
a broad range of connected CE platforms and devices. DivX will enable Sonic to
deepen and expand its existing relationships, and foster new partnerships with
leading retailers and consumer electronics manufacturers.
In
addition to helping drive major initiatives involving premium entertainment
distribution and enjoyment, we believe the broad and distinct product and
technology portfolio of DivX, will also help fuel growth for our Roxio consumer
products and services, as well as strengthen our PC OEM relationships, and
significantly bolster the scope and influence of our technology licensing
business. We also believe strongly that the acquisition will also immediately
deliver greater shareholder value.
I look
forward to welcoming our new colleagues from DivX to Sonic. They are a highly
talented and determined group of individuals who will bring a tremendous amount
of experience, tenacity, and passion. We are creating a cross-functional team to
be staffed by senior members of Sonic and DivX that will be helping thoughtfully
manage the transition process and ensuring a successful integration. Expect
detail communications and updates from this team once the agreement is closed.
We anticipate the agreement will close in September 2010.
Confidential
– Internal Use Only
I’m very
excited about this fantastic event and the new business opportunities it
represents. I believe strongly that this is a transformational moment that will
accelerate our digital delivery strategy and further our overall corporate
mission:
to
enable digital media from Hollywood
to home
.
Regards,
Dave
Habiger
Internal
faq
What
is the integration plan?
We are
creating a cross-functional integration team staffed by senior members of Sonic
and DivX. The team will be charged with developing an integration plan and
ensuring the process runs as smoothly and effectively as possible once the
acquisition is finalized.
Are
we able to begin to collaborate with DivX prior to the close of the
acquisition?
Prior to
the close, Sonic and DivX are legally required to continue to operate as
independent businesses. While we are able to collaborate on any current business
dealings that began prior to this announcement, we cannot execute plans for the
combined company until after the close.
How
will the acquisition impact Sonic employees?
We
believe strongly that the acquisition will have a positive effect on all major
stakeholders — partners, customers, shareholders, and employees. The acquisition
is another important step we are taking to meet some of the exciting
opportunities that lie before us and in order to put Sonic on a strong growth
trajectory.
How
will the acquisition impact current product plans and deliverables?
The
acquisition should have no impact on current products plans or deliverables. It
is very important that each of us stay committed to our work and continue
performing at the high level expected from our customers, partners, and
colleagues,.
Will
DivX products and services become part of an existing group or will it become
its own division?
Our goal
is to ensure that we maximize the opportunities in front of us. The integration
team, comprised of members of both Sonic and DivX, as well as Sonic’s executive
team, will present an organization structure prior to close.
What
can we say publicly about the acquisition?
If you
receive general inquiries regarding the acquisition, you may direct people to
the press release or to the replay of our related call (
www.sonic.com/webcast
).
Customer/partner questions should be filtered through the appropriate channels.
All press inquiries should be directed to Chris Taylor
(chris.taylor@roxio.com).
I
have additional questions about the acquisition, who should I ask?
You
should direct your questions to your manager.
Confidential
– Internal Use Only
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