DIVX Divx, Inc. (MM)

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

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

.

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

.  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. 

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.

www.divx.com

www.divx.com

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 6/1/2010)

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

world’s

leading

companies

with

H.264

video

encoding

•

Codec and DRM deployment on over 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 devices 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

PCs 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

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

MainConcept

-

Enterprise video 

platform

-

H.264 codec

experts

-

Powering leading

video companies

globally

CE Licensing

-

Over 300 million

device footprint

-

High-efficiency

codecs

and

profiles

-

Hollywood-

approved DRM

-

Moving to DivX

Plus HD (H.264)

SONIC SOLUTIONS

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

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

SONIC SOLUTIONS

SONIC SOLUTIONS

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

*Spheres indicate major offices by employee size

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 over 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

SONIC SOLUTIONS

Appendix

SONIC SOLUTIONS

SONIC SOLUTIONS

Financial Impact

FY12

Revenues

~$250

Gross Margin

64%

Operating Margin

14%

EPS

>$0.40

•

Very Accretive

•

Significant operational efficiencies and cost savings

•

Possible (not modeled) revenue leverage

*Margins and EPS are computed on a Non-GAAP basis, excluding non-cash acquisition and

stock-based compensation expenses.

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 and retail, 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

Blu-ray Players

Digital TVs

Set-top Boxes

Mobile Handsets

Gaming Consoles

Portable Media Players

Personal Navigation Devices

SONIC SOLUTIONS

Thank You

SONIC SOLUTIONS