Rovi’s acquisition of TiVo remains on schedule
to close in the third quarter of 2016
Rovi Corporation (NASDAQ: ROVI) and TiVo Inc. (NASDAQ: TIVO)
today announced that the Federal Trade Commission and the Antitrust
Division of the Department of Justice granted early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act relating to the proposed acquisition of TiVo by
Rovi. The proposed transaction remains subject to other customary
closing conditions, including the approval of Rovi and TiVo
stockholders. Early termination of the waiting period is granted
only if both the Antitrust Division of the Department of Justice
and the Federal Trade Commission have completed their review and
determined not to take any enforcement action. Both Rovi and TiVo
continue to expect the transaction to close in the third quarter of
calendar year 2016.
As announced on April 29, 2016, the new company will allow these
two leading entertainment technology innovators to use their
complementary products, services, and intellectual property assets
to focus on the common mission of providing technology and
innovations that address the changing media landscape.
“We are delighted to reach the important milestone of obtaining
clearance from the Federal Trade Commission and the Department of
Justice, which brings us one step closer to joining forces with
TiVo,” said Tom Carson, CEO of Rovi. “The combination of Rovi and
TiVo brings together two industry powerhouses focused on ushering
in the next wave of the consumer entertainment experience. Our
complementary products, services, and innovative patented
technologies will transform the media and entertainment landscape,
further enabling our customers to build more profitable
relationships with consumers.”
“We are very pleased to receive the approval of the Federal
Trade Commission and Department of Justice,” said Naveen Chopra,
interim CEO and CFO of TiVo. “Moreover, we continue to see
tremendous opportunity for the combination of TiVo and Rovi.
Together we possess key product, technology, and service
capabilities to redefine television. We look forward to utilizing
these assets for the benefit of both our customers
and stockholders as soon as the transaction is completed.”
About Rovi
Rovi Corporation (NASDAQ: ROVI) is creating personalized and
data-driven ways for viewers to discover the right entertainment
and for providers to discover the right audiences. Chosen by top
brands in entertainment content, services, and devices, Rovi
touches the lives of hundreds of millions of consumers by providing
comprehensive solutions, customizable products, and technology
licensing to make discovery simple, seamless, and personal. With
more than 5,000 issued or pending patents worldwide, Rovi is
advancing entertainment and audience discovery. Learn more
at www.rovicorp.com or
follow us on Twitter @rovicorp.
About TiVo
TiVo Inc. (NASDAQ: TIVO) is a global leader in
next-generation television services. With global headquarters in
San Jose, CA, and offices in New York, NY; Durham, NC; and Warsaw,
Poland, TiVo's innovative cloud-based Software-as-a-Service
solutions enable viewers to consume content across multiple screens
in and out of the home. The TiVo solution provides an all-in-one
approach for navigating the “content chaos” by seamlessly combining
live, recorded, on-demand and over-the-top television into one
intuitive user interface with simple universal search, discovery,
viewing, and recording from a variety of devices, creating the
ultimate viewing experience. TiVo products and services are
available at retail or through a growing number of pay-TV operators
worldwide. TiVo's multiple subsidiary companies provide the broader
television industry and consumer electronics manufacturers with
set-top box, cloud-based video discovery and recommendation
options, interactive advertising solutions, and audience research
and measurement services. More information at: www.TiVo.com.
Forward-Looking Statements
This communication contains “forward-looking” statements as that
term is defined in the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements regarding the
proposed acquisition of TiVo and expected transaction timing. A
number of factors could cause Rovi’s and TiVo’s actual results to
differ from anticipated results expressed in such forward-looking
statements. Such factors include, among others, 1) uncertainties as
to the timing of the consummation of the transaction and the
ability of each party to consummate the transaction; 2) the
satisfaction of the closing conditions to the transaction,
including the approval of the transaction by Rovi’s and TiVo’s
stockholders; and 3) 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 Rovi
and TiVo. The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included herein and elsewhere,
including the Risk Factors included in Rovi’s Annual Report on Form
10-K for the period ended December 31, 2015 and Rovi’s
Quarterly Report on Form 10-Q for the period ended March 31,
2016, TiVo’s Annual Report on Form 10-K for the period ended
January 31, 2016 and TiVo’s Quarterly Report on Form 10-Q for
the period ended April 30, 2016, and other securities filings which
are on file with the Securities and Exchange Commission (available
at www.sec.gov). Neither company assumes any obligation to update
any forward-looking statements except as required by law.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND
WHERE TO FIND IT
This communication is not a solicitation of a proxy from any
stockholder of Rovi, TiVo, or Titan Technologies Corporation. Titan
Technologies Corporation has filed a Registration Statement on Form
S-4 (Registration No. 333-211874) containing a preliminary joint
proxy statement/prospectus regarding the proposed transaction and
other documents regarding the proposed transaction described in
this document with the Securities and Exchange Commission. ROVI AND
TIVO STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND SUCH OTHER MATERIALS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANIES AND THE PROPOSED
TRANSACTION. A definitive proxy statement/prospectus will be sent
to stockholders of each of Rovi Corporation and TiVo Inc. seeking
their approval of the transaction. Stockholders may obtain a free
copy of the joint proxy statement/prospectus (when it becomes
available), as well as any other documents filed by Rovi, Titan
Technologies Corporation, and TiVo with the Securities and Exchange
Commission, at the Securities and Exchange Commission’s Web site at
http://www.sec.gov. Stockholders may also obtain a free copy of the
joint proxy statement/prospectus and the filings with the SEC that
will be incorporated by reference in the joint proxy
statement/prospectus from Rovi by directing a request to Rovi
Investor Relations at +1-818-565-5200 and from TiVo by directing a
request to MacKenzie Partners, Inc., 105 Madison Avenue, New York,
New York 10016, 212-929-5500, proxy@mackenziepartners.com.
PARTICIPANTS IN THE SOLICITATION
Rovi, Parent, TiVo, and their respective directors and executive
officers and other members of their management and employees may be
deemed, under Securities and Exchange Commission rules, to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding Rovi’s directors and
officers can be found in its proxy statement filed with the
Securities and Exchange Commission on March 10, 2016, and
information regarding TiVo’s directors and officers can be found in
its proxy statement filed with the Securities and Exchange
Commission on May 27, 2016. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests in the transaction, by security
holdings or otherwise, may be obtained by reading the joint proxy
statement/prospectus and other documents regarding the proposed
transaction. Stockholders may obtain a free copy of these documents
as described in the preceding paragraph.
NO OFFER OR SOLICITATION
The information in this communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. 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, and otherwise in
accordance with applicable law.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160711005398/en/
Rovi CorporationPress:Ricca
SilverioVice-President, Finn
Partnersricca.silverio@finnpartners.com+1-949-439-7869orInvestors:Peter
AusnitVP, Investor
Relationspeter.ausnit@rovicorp.com+1-818-565-5200orTiVoPress:Steve
WymerVP,
Communicationsswymer@tivo.com+1-408-519-9254orInvestors:Derrick
NuemanVP, Investor Relationsdnueman@tivo.com+1-408-519-9677
TiVo (NASDAQ:TIVO)
Historical Stock Chart
From Apr 2024 to May 2024
TiVo (NASDAQ:TIVO)
Historical Stock Chart
From May 2023 to May 2024