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SONIC SOLUTIONS
SONIC SOLUTIONS
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. For further information regarding cautionary statements and factors affecting future results of Sonic Solutions, please refer to the most
recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to
the Annual Report and other documents filed by Sonic Solutions with the
Securities
Exchange Commission (“SEC”) and, in the case of DivX, please refer to its Annual Report for the year ended December 31, 2009 posted on its website at
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.
This presentation contains certain
forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including
statements about our beliefs, plans or expectations, are forward-looking statements. These
statements are based on Sonic Solutions’s or DivX’s current plans,
estimates
and expectations. Some forward-looking statements may be identified by use of terms such as “believe,” “anticipate,” “intend,” “expect,” “project,” “plan,”
“may,” “should,” “could,” “will,”
“estimate,” “predict,” “potential,” “continue,” and similar words, terms or statements of a future or forward-looking nature. 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’s or DivX’s objectives or plans, both individually and on a consolidated basis, will be
achieved. A non-exclusive list of important factors that could cause actual results to
differ materially from those in such forward-looking statements includes various
factors set forth, in the case of Sonic Solutions, in its recent reports on Form 10-K,
Form 10-Q and other documents of Sonic Solutions on file with the SEC and, in the
case of DivX, in its 10-Q for the first quarter ended March 31, 2010 and its Annual Report
for the year ended December 31, 2009 posted on its website at
Risks and uncertainties relating to the proposed amalgamation include the risks that: (1) the
parties will not obtain the requisite shareholder or regulatory approvals
for the
transaction; (2) the anticipated benefits of the transaction will not be realized; (3) the parties may not be able to retain key personnel; (4) the conditions to the
closing of the proposed amalgamation may not be satisfied or waived; and (5) the outcome of
any legal proceedings to the extent initiated against Sonic Solutions or
DivX or its
respective directors and officers following the announcement of the proposed amalgamation is uncertain. These risks, as well as other risks of the combined
company and its subsidiaries 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 amalgamation, will be more fully discussed in the joint proxy statement/prospectus that will be included
in the 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.
Additional Information about the Proposed Amalgamation and Where to Find It:
This material relates to a proposed amalgamation between Sonic Solutions and DivX that will
become the subject of a registration statement, which will include a joint
proxy
statement/prospectus, to be filed by Sonic Solutions with the SEC. This material is not a substitute for the joint proxy statement/prospectus that Sonic Solutions
will file with the SEC or any other document that Sonic Solutions may file with the SEC or
Sonic Solutions or DivX may send to its shareholders in connection with the
proposed
amalgamation.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE JOINT PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH
THE SEC OR SENT TO SHAREHOLDERS, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE
PART OF THE REGISTRATION STATEMENT ON FORM S-4, AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED AMALGAMATION.
Disclaimer
www.divx.com
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