SONIC SOLUTIONS
Filed
by
DivX,
Inc.
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
(the
“Exchange
Act”)
Subject
Company:
DivX,
Inc.
Exchange
Act
File
Number:
001-33029
SUPERSEDED


SONIC SOLUTIONS
SONIC SOLUTIONS
Disclaimer
Cautionary Note Regarding Forward-Looking Statements:
This presentation includes statements about future economic performance, finances, expectations, plans and prospects of Sonic
Solutions
and
DivX,
both
individually
and
on
a
consolidated
basis,
that
constitute
forward-looking
statements
for
purposes
of
the
safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from those expressed in or suggested by such statements,
including, but not limited to, the following: (1) the parties may not obtain the requisite shareholder or regulatory approvals for the
transaction;
(2)
the
anticipated
benefits
of
the
transaction
may
not
be
realized;
(3)
the
parties
may
not
be
able
to
retain
key
personnel;
(4) the conditions to the closing of the transaction may not be satisfied or waived; (5) the impact of general economic conditions on
the
businesses
and
results
of
operations
of
the
two
companies;
and
(6)
other
factors
set
forth
in
Sonic
Solutions’
and
DivX’s
most
recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to the Annual Reports and other documents
filed by them with the Securities and Exchange Commission (“SEC”) and available on or through their respective corporate websites,
www.sonic.com
and
www.divx.com .
In
light
of
the
inherent
risks
and
uncertainties
in
all
forward-looking
statements,
the
inclusion
of
such
statements
in
this
presentation
should
not
be
considered
as
a
representation
by
Sonic
Solutions,
DivX
or
any
other
person
that
Sonic Solutions’
or DivX’s
objectives or plans, both individually and on a consolidated basis, will be achieved. These risks, as well as
other risks of the consolidated company may be different from what the companies expect and each party’s management may
respond differently to any of the aforementioned factors. These risks, as well as other risks associated with the transaction, will be
more fully discussed in the joint proxy statement/prospectus that will be included in a Registration Statement on Form S-4 to be filed
by Sonic Solutions with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made.  For further information regarding cautionary statements and factors affecting
future business or financial results of Sonic Solutions or DivX, please refer to their most recent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q filed subsequent to the Annual Reports and other documents filed by them with the SEC and
available
on
or
through
their
respective
corporate
websites,
www.sonic.com
and
www.divx.com .
Neither
Sonic
Solutions
nor
DivX
undertakes any obligation to update or revise publicly any forward-looking statement whether as a result of new information, future
developments or otherwise except as required by law. 


SONIC SOLUTIONS
SONIC SOLUTIONS
Disclaimer
Additional Information :
This material is not a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell shares of Sonic Solutions, and it
is not a substitute for any proxy statement or other filings that may be made with the SEC with respect to the merger. When such
documents are filed with the SEC, investors will be urged to thoroughly review and consider them because they will contain important
information.
Any
such
documents,
once
filed,
will
be
available
free
of
charge
at
the
SEC's
website
( www.sec.gov )
and
from
Sonic
Solutions
and
its
corporate
website
( www.sonic.com )
or
from
DivX
and
its
corporate
website
( www.divx.com ).
Sonic Solutions, DivX
and their respective directors, executive officers and other members of their management may be
deemed
to
be
soliciting
proxies
from
shareholders
of
Sonic
Solutions
or
DivX
in
favor
of
the
merger.
Investors
and
stockholders
may
obtain more detailed information regarding the direct and indirect interests in the merger of persons who may, under the rules of the
SEC, be considered participants in the solicitation of these shareholders in connection with the merger by reading the preliminary and
definitive proxy statements regarding the merger, which will be filed with the SEC. Information about the directors and executive
officers
of
Sonic
Solutions
may
be
found
in
its
definitive
proxy
statement
filed
with
the
SEC
on
October
1,
2009.
Information
about
the
directors
and
executive
officers
of
DivX
may
be
found
in
its
definitive
proxy
statement
filed
with
the
SEC
on
April
20,
2010.
These
documents
will
be
available
free
of
charge
once
available
at
the
SEC's
web
site
at
www.sec.gov
or
by
directing
a
request
to
either
Sonic Solutions or DivX.


SONIC SOLUTIONS
Transaction Overview
Structure
Acquisition of DivX by Sonic for cash and stock
Terms
$9.83 per DIVX Share (based on SNIC closing price 6/1)
Cash: $3.75
Stock: 0.514 shares of SNIC per DIVX share
Contingencies
Regulatory approvals
Shareholder approvals
Customary closing conditions
Expected Closing
September 30, 2010
Management
Current Sonic management, augmented with key DivX managers
2 additional board members from DivX board to be named later


SONIC SOLUTIONS
Why We’re Doing This
* Removing purchase accounting non-cash charges and stock-based compensation
Compelling
Economics
Highly accretive deal
Pro Forma FY2012 non-GAAP* earnings over $0.40/share
(More than double the pro forma results without the deal)
Distinctive
Technology
Assets
DivX and MainConcept are the “go to guys”
for Internet video codec
technology –
they power the worlds leading companies with H.264 video
encoding
Codec and DRM deployment on 300 million devices
DivX TV platform enhances our position with retailers
Consumer
Electronics
Leverage
DivX partners with more than 150 CE mfrs to support over 8500 models with
over 300 million units shipped
Significantly enhances our CE partnerships and operational capabilities
Accelerates our RoxioNow platform initiatives
Strong Brand
DivX is synonymous with high-quality video delivery
Billions of player launches every year


SONIC SOLUTIONS
PC, Macs
BD Players
Sonic’s
Strategy:
Enabling Digital Media from Hollywood to Home
Mobile devices
Connected TVs
DVRs/STBs/DMAs
(Ramping to 30 million devices in 2011)
SONIC SOLUTIONS


PC, Macs
BD Players
With DivX, Our Strategy is
Accelerated, Enhanced & Expanded
Mobile devices
Connected TVs w. Digital
servcies
DVRs/STBs/DMAs
>300 million devices + expanded services
PS3
SONIC SOLUTIONS


Sonic + DivX: A Virtuous Cycle
500M downloads
1.8 billion player & web
player launches/year
12M unique website
visits/month
16,000
retail
storefronts
50
million
installed
on
PC
s
each
year
via
OEM
> 300 M DivX
devices
shipped worldwide
Emerging segments:  DTV,
Blu-ray, mobile, PS3
RoxioNow
platform
on
leading
DTV,
BD,
and
STBs
Billions of DivX
video files on the Internet
All digital titles for Warner Bros., Sony Pictures, Paramount,
Lionsgate
and Starz
Media’s Overture Films
Agreements
with
all
major
studios,
250
indies
SONIC SOLUTIONS


SONIC SOLUTIONS
Distinctive Technology Assets
Software &
Community
-
500 million
downloads
-
Encoders and
players for HD
content
-
Rich consumer
ecosystem
DivX
TV
-
TV “Start page”
-
Aggregates paid
and free web
content
-
Rev-share to CE
OEMs with
accelerated retail
store placement
Main Concept
-
Enterprise video 
platform
-
H.264 codec
experts
-
Powering leading
video companies
globally
CE Licensing
-
300 million
device footprint
-
High-efficiency
codecs
and
profiles
-
Hollywood-
approved DRM
-
Moving to DivX
Plus HD (H.264)


SONIC SOLUTIONS
The DivX
Community
One of the most recognized codecs
in the world
RoxioNow
+ DivX
= opportunity to drive DivX
awareness in US via premium content
>500 Million total software downloads
>1.8 Billion Player launches per year
>12 Million monthly visitors to DivX.com
SONIC SOLUTIONS


SONIC SOLUTIONS
Deeper & New CE Partnerships & Delivery Expertise
Mobile Phones
Gaming Consoles
Digital TVs
Blu-ray Disc Players
Set-Top Boxes
Portable Media Players
In-Car Entertainment
DVD Players
Media Streamers
SONIC SOLUTIONS


SONIC SOLUTIONS
SONIC SOLUTIONS
DivX
TV:
The best content; easily deployed; rapidly monetized
Content
Premium: VOD, EST
Web: free, ad supported
Personal videos, photos
Deployment
Lightweight architecture
Easily adapted for retailers
Simple to deploy for CE makers
Monetization
Expanded services revenue
Improved CE economics
Superior consumer connection


Broadcast & Professional
IPTV & Streaming
Multimedia
Digital Signage
Security & Surveillance
Medical
Enterprise Video Platform
Powering H.264 Globally
SONIC SOLUTIONS


Global Scale, 24/7 Operations
Sonic
DivX
Dots indicate major offices by employee
size
scale & reach for our partners and customers
SONIC SOLUTIONS


SONIC SOLUTIONS
Summary: Combined Strengths
Rich technology portfolio
Longstanding relationships with
Hollywood studios
Powering third party content
services (Best Buy, Blockbuster,
etc.)
Device manufacturers (LG,
Samsung, etc.)
50 million copies of Roxio
software shipped annually
15,000 retail outlets
65% retail market share
500 million software downloads
Install base of 300 million DivX
enabled devices
Embedded Internet TV Platform
Supplying codec to the world’s
leading companies (Adobe,
Google, etc.)
Hollywood approved DRMs
Vibrant and extensive Web-based
community of enthusiasts


SONIC SOLUTIONS
Appendix


SONIC SOLUTIONS
SONIC SOLUTIONS
Financial Impact
FY12
Revenues
~$250
Gross Margin
80%
Operating Margin
20%
EPS
>$0.40
Very Accretive
Significant operational efficiencies and cost savings
Possible (not modeled) revenue leverage


SONIC SOLUTIONS
Mobile Handsets
Blu-ray Players
Digital TVs
Set-top Boxes
Gaming Consoles
Portable Media Players
Personal Navigation Devices
DVD and Emerging Products –
Addressable Markets for DivX
Source: DivX, Displaysearch, IMS, iSuppli, ABI, Strategy Analytics, IDC
Mobile:
All
mobile
handsets,
Strategy
Analytics,
Q209
|
DTV:
All
DTVs,
including
digital
CRT
and
RPTV,
Displaysearch,
Q209
|
STB:
All
Digital
STBs,
all
transmission
types,
both
operator
andretail,
IMS,
Q209
|
PMP:
all
video-enabled
PMPs,
no
mp3
only,
IMS,
Q209
|
PND:
all
PNDs.
IMS,
Q209
|
DVD:
all
red
laser
DVD
players/recorders
(including
HTiB),
iSuppli
Q209
|
DSC:
all
dedicated
DSCs,
IMS,
Q209
|
VGC:
all
current
and
next-gen
consoles
from
Sony,
MS,
and
Nintendo,
iSuppli,
Q209
|
BD:
all
standalone
BD-players/recorders, NO PS3,  iSuppli, Q209 | DMR:  Contains standalone DMAs, internet TV boxes, as well as connected AVRs, InStat, 12/08
DVD Market
New Growth
Segments


SONIC SOLUTIONS
Thank You
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