Rovi to Acquire TiVo, Creating $3 Billion Entertainment Technology Leader

Two of the industry’s most influential players join forces to transform media and entertainment technology Best-in-class products and services to capitalize on evolving entertainment marketplace Combined IP portfolios of over 6,000 issued patents and pending applications $100 million in annual cost synergies – accretive to Rovi’s Non-GAAP EPS within the first 12 months Adopting “TiVo” as new company name Companies to host joint conference call today at 8:00 a.m. ET

SAN CARLOS, Calif. & SAN JOSE, Calif.--(BUSINESS WIRE)--Rovi Corporation (NASDAQ: ROVI) and TiVo Inc. (NASDAQ: TIVO) today announced that Rovi will acquire TiVo for $10.70 per share in cash and stock for total consideration of approximately $1.1 billion. The new company combines two media and entertainment technology innovators with complementary products, services, and intellectual property assets and a common mission to write the next chapter of the consumer entertainment experience. The company will continue to be led by Tom Carson and upon closing of the transaction will adopt the iconic TiVo brand as the new company name.



"Rovi's acquisition of TiVo, with its innovative products, talented team, and substantial intellectual property portfolio, strengthens Rovi's position as a global leader in media discovery, metadata, analytics, and IP licensing," said Tom Carson, CEO of Rovi. "It's an exciting time as the media and entertainment landscape undergoes a significant evolution. The combined capabilities of TiVo and Rovi place us in a tremendous position to extend services across platforms and to a customer base that includes traditional, over-the-top and emerging players across the globe. By working together, Rovi and TiVo will revolutionize how consumers experience media and entertainment and at the same time build value for our stockholders."

"We're proud of TiVo's strong innovation history and of the ongoing efforts of our team to provide best-in-class products for our loyal consumer and service provider customers," said Naveen Chopra, Interim CEO and CFO of TiVo. "This transaction is the culmination of those efforts and the logical next step for TiVo. In joining forces with Rovi, our customers, employees and stockholders will benefit from being part of a more diversified industry leader with significantly greater market opportunities. Our combination creates a more influential global player with a commitment to product innovation, which will be incredibly well positioned to redefine television."

Natural Synergy, Strong Business

This transaction brings together the technology and products required to achieve the company's strategic goals and deliver substantial stockholder value.

TiVo's leadership in user experience and content discovery brings together traditional television, OTT and on-demand content into one experience across devices
Rovi's strength in guides, personalization, advertising, analytics and cloud services
On a pro forma basis, for the twelve months ended December 31, 2016, the combined company is estimated to have more than $800 million in revenue after purchase accounting adjustments
The combined company is expected to realize at least $100 million in annual cost synergies, with 65 percent of these synergies recognized in the first 12 months
The expected synergies are in addition to TiVo's targeted current year $32 million Adjusted EBITDA increase from restructuring and margin improvements
The transaction is expected to be accretive to Rovi's Non-GAAP EPS within the first 12 months post-close
Shared Customers, Global Reach

Rovi and TiVo serve many of the largest pay-TV operators both in the U.S. and around the world.

Combined benefits include enhanced global reach, serving nearly 500 service providers across countries, adding more than 10 million TiVo-served households to Rovi's current base of approximately 18 million households using Rovi guides worldwide
Solutions will be integrated to deliver enhanced customer value and to strengthen relationships with top partners
Unique Company, Further Innovation

The transaction will create a company with a large presence in the consumer, consumer electronic, service provider and web-scale marketplaces
TiVo has played an iconic role in ushering in over a decade of rapid change in how consumers find, select, and watch television. These consumer innovations have also been successfully deployed for the benefit of service providers around the world
Rovi and TiVo have invested over $1.5 billion in R&D over the past 10 years. Few companies have had a greater impact on the evolution of TV and video.
This powerful combination of consumer innovation and service provider distribution will continue to be a unique asset of the combined company and will be further enhanced by Rovi's prowess in areas like metadata, conversational search, and data analytics
Strong Intellectual Property Portfolios and Licensing Business

Together, Rovi and TiVo have worldwide portfolios of over 6,000 issued patents and pending applications worldwide.

Both Rovi and TiVo have been successful in monetizing their innovations and intellectual property, with more than $3 billion in combined IP licensing revenues and past damage awards
TiVo's IP assets, combined with Rovi's recent OTT partnership with Intellectual Ventures, further strengthens the company's collective position as a leading provider of intellectual property in media and entertainment discovery
The Most Powerful Analytics in the Industry

The combined company will offer the industry's most powerful analytics platform dedicated to media and entertainment, helping service providers and media companies strengthen consumers' connections to the content they love.

Industry leading monetization products for services providers, advertisers and media companies, with access to data from multiple platforms including television, mobile and cloud services
TiVo's unique cross-device viewership data merged with Rovi's analytics tools will enable better targeting of media spend, improved advertising inventory yield and the creation of targeted advertising capabilities for service providers, advertisers and media companies
TiVo's cross-device viewership data will enhance Rovi's Operator Insights and Subscriber Analytics tools to give service providers more visibility and more precise methods to improve customer retention and manage churn

Featured Product

MIDLITE®'s SPEEDPORT Universal Cable Pass Thru, Fastening & Anchor System

MIDLITE®'s SPEEDPORT Universal Cable Pass Thru, Fastening & Anchor System

Use for any Low Voltage Cabling, A/V, Telecom, Data, Networking Ideal for : Sound Bars & Wall Speakers • Home Theater Cabling • A/V Furniture The SPEEDPORT™ is incredibly versatile and is ideal for wall mounted box speakers, sound bars and wireless access devices mounted in ceilings. It can accommodate almost any device needed to be hung on a wall or ceiling with cable pass thru and mounting. The ultra low profile design features a rubber grommet insert for bulk cable pass thru. Two mounting screws are hidden behind the grommet and offer a clean, unobtrusive presentation. Installation is quick & simple using a hole saw and attaches to acoustical ceiling tiles and/or gypsum board. Reducing labor and a whole lot of mess from hand cutting large rectangular holes - Low voltage brackets are no longer needed. Just cut your hole in the desired location, insert SPEEDPORT™ and tighten adjustable mounting arms to fasten securely.