- Combines Veveo’s unique personalization
and contextual search tools with Rovi’s robust search and
recommendation engine and extensive metadata
- Enables faster, more meaningful and
simplified entertainment search and recommendation service for
MSOs, device manufacturers and social media companies
- Brings strong customer relationships
and adds Veveo’s growing intellectual property portfolio to Rovi’s
sizeable portfolio of discovery-related IP
- Accelerates Rovi’s cloud-based guidance
strategy and complements the company’s advertising and analytics
offerings
- Transaction expected to be accretive to
Rovi in fiscal 2015
Rovi Corporation (NASDAQ: ROVI), a global leader in
entertainment discovery, today announced it has entered into a
definitive agreement to acquire Veveo, Inc., a provider of
intuitive and personalized entertainment discovery solutions based
in Andover, Massachusetts. Under the terms of the agreement, Rovi
will pay approximately $62 million in net cash at the closing and
up to $7 million in additional cash payments based on achievement
of certain agreed-upon milestones.
The transaction combines Veveo’s personalization and contextual
search tools with Rovi’s robust search and recommendation engine
and metadata to create a truly differentiated entertainment
discovery solution. Veveo’s pioneering technologies include
proprietary, Knowledge Graph driven semantic technologies and
natural-language controls that enable the implementation of
intuitive search and recommendation interfaces operated by
voice-based conversational commands and powered by an engine that
continually learns and adapts to the needs and tastes of the
individual viewer. By helping to drive contextual and personalized
entertainment search and recommendations, Veveo’s capabilities
simplify the process of connecting consumers to the TV programming
and movies that are most relevant to them at any given moment
across a range of devices. Veveo solutions have been adopted by
leading device manufacturers and Tier-1 service providers. The
company has more than 80 patent applications filed and 50 patents
granted to date.
Rovi’s search and recommendation capabilities are supported by
its rich metadata offering, which includes detailed information and
professional editorial on millions of movies, TV shows, sports
programming, music, games, and books. Rovi continues to expand the
reach of its metadata, which currently spans 55 countries. The
addition of Veveo’s personalization capabilities and contextual
search and natural language expertise will help further
differentiate core Rovi discovery capabilities, and enhance Rovi’s
ability to drive a compelling next-generation digital entertainment
discovery solution for multiple-system operators (MSOs), device
manufacturers and social media companies.
“The Veveo acquisition will deepen Rovi’s cloud-based search and
recommendation capabilities, enhance our entertainment metadata and
guide solutions with next-generation semantic capabilities, and
help us grow our advertising and analytics offerings,” said Tom
Carson, President and CEO of Rovi. “Veveo has developed a great set
of technologies and is a clear strategic fit for where we are going
as a company. This transaction positions us for leadership in
search and recommendation, which is consistent with our stated
focus on establishing leadership in targeted market segments. Rovi
is enhancing its capabilities to deliver more and better discovery
solutions, as our customers look to personalize the consumer
entertainment experience across multiple screens and
platforms.”
“MSOs, device manufacturers, and social media companies
recognize the value and opportunity in taking today’s static
discovery and recommendation engines to the next level by
incorporating intelligent data, contextual search, predictive
analytics, semantic technologies and natural language controls,”
said Ajit Rajasekharan, co-founder of Veveo. “By combining our
leading offerings, Rovi and Veveo are in a prime position to help
our customers differentiate through truly intelligent and
personalized entertainment discovery.”
Rovi also updated the Company’s business outlook for fiscal year
2014 by announcing that the acquisition would likely lower Adjusted
Pro Forma Income Per Common Share in fiscal 2014 by $0.03 to $0.06.
The Veveo business is expected to contribute double digit revenue
growth and be accretive in fiscal year 2015. Rovi plans to provide
additional details on the transaction when it reports its first
quarter fiscal year 2014 results.
The acquisition is subject to customary closing conditions and
is expected to close shortly.
About Veveo
Veveo is a leading provider of semantic technologies to bridge
the usability gap in connected devices and applications with
intelligent search, discovery and personalization solutions. With
tens of millions of deployments worldwide through leading device
OEMs and Tier-1 service providers, Veveo is redefining how users
experience connected devices and applications in natural and
intuitive ways. Based on the company’s patented Smart Knowledge
Platform, Veveo products enable advanced solutions for search,
recommendation, discovery and navigation that offer intelligent,
intuitive and efficient usability. These technologies further
enable the implementation of intelligent conversational interfaces
to bridge the gap in usability for connected devices and
applications with natural language and speech-based interfaces.
Veveo’s semantic solutions are designed to deliver rich,
hyper-personalized user experiences that anticipate user intent,
driving higher engagement, content consumption, and monetization of
products and services for device vendors, service providers and
enterprises, across platforms of smartphones, tablets, TVs, and
set-top boxes. Founded in 2004, Veveo is based in Andover, MA and
has a growing intellectual property portfolio.
About Rovi
Rovi is leading the way to a more personalized entertainment
experience. The company’s pioneering guides, data, and
recommendations continue to drive program search and navigation on
millions of devices on a global basis. With a new generation of
cloud-based discovery capabilities and emerging solutions for
interactive advertising and audience analytics, Rovi is enabling
premier brands worldwide to increase their reach, drive consumer
satisfaction and create a better entertainment experience across
multiple screens. Rovi holds over 5,000 issued or pending patents
worldwide and is headquartered in Santa Clara, California. Discover
more about Rovi at Rovicorp.com.
Non-GAAP or Adjusted Pro Forma Information
Rovi Corporation provides non-GAAP or Adjusted Pro Forma (APF)
information. References to APF information are to non-GAAP pro
forma measures. The Company provides APF financial information to
assist investors in assessing its current and future operations in
the way that its management evaluates those operations. APF
information is not a substitute for any performance measure derived
in accordance with GAAP. APF Income Per Common Share is a
supplemental measure of the Company’s performance that is not
required by, and is not presented in accordance with, GAAP.
APF Income Per Common Share is calculated using APF Income.
APF Income is defined as GAAP income from continuing operations,
net of tax, adding back all of the adjustments used in calculating
APF Operating Income and further adding back non-cash items (such
as the amortization or write-off of debt issuance costs, non-cash
interest expense recorded on convertible debt under ASC 470-20,
mark-to-market fair value adjustments for interest rate swaps, caps
and foreign currency collars and discrete tax items including
reserves) and items required to be recorded under GAAP which impact
comparability, but that the Company believes are not indicative of
its core operating results (such as payments to note holders and
for expenses in connection with the early redemption or
modification of debt, and gains on sales of strategic
investments).
APF Operating Income (or APF Operating Margin) is defined as
GAAP operating income from continuing operations adding back
non-cash items other than depreciation (such as equity-based
compensation, amortization of intangibles, and asset impairment
charges) and items required to be recorded under GAAP that impact
comparability, but that the Company believes are not indicative of
its core operating results (such as transaction, transition,
integration and restructuring costs). While depreciation expense is
a non-cash item, it is included in APF Operating Income as
management considers it a proxy for capital expenditures.
The Company's management has evaluated and made operating
decisions about its business operations primarily based upon
Adjusted Pro Forma Income and Adjusted Pro Forma Income Per Common
Share. Management uses Adjusted Pro Forma Income and Adjusted Pro
Forma Income Per Common Share as measures as they exclude items
management does not consider to be “core costs” or “core proceeds”
when making business decisions. Therefore, management presents
these Adjusted Pro Forma financial measures along with GAAP
measures. For each such Adjusted Pro Forma financial measure, the
adjustment provides management with information about the Company's
underlying operating performance that enables a more meaningful
comparison of its financial results in different reporting periods.
For example, since Rovi Corporation does not acquire businesses on
a predictable cycle, management excludes amortization of
intangibles from acquisitions, transaction costs and transition and
integration costs in order to make more consistent and meaningful
evaluations of the Company's operating expenses. Management also
excludes the effect of restructuring and asset impairment charges,
expenses in connection with the early redemption or modification of
debt and gains on sale of strategic investments. Management
excludes the impact of equity-based compensation to help it compare
current period operating expenses against the operating expenses
for prior periods and to eliminate the effects of this non-cash
item, which, because it is based upon estimates on the grant dates,
may bear little resemblance to the actual values realized upon the
future exercise, expiration, termination or forfeiture of the
equity-based compensation, and which, as it relates to stock
options and stock purchase plan shares, is required for GAAP
purposes to be estimated under valuation models, including the
Black-Scholes model used by Rovi Corporation. Management excludes
non-cash interest expense recorded on convertible debt under ASC
470-20, mark-to-market fair value adjustments for interest rate
swaps, caps, foreign currency collars, and the reversals of
discrete tax items including reserves as they are non-cash items
and not considered “core costs” or meaningful when management
evaluates the Company's operating expenses. Management reclassifies
the current period benefit or cost of the interest rate swaps from
gain or loss on interest rate swaps and caps, net to interest
expense in order for interest expense to reflect the swap rates, as
these instruments were entered into to control the interest rate
the Company effectively pays on its debt.
Management is using these Adjusted Pro Forma measures to help it
make budgeting decisions, including decisions that affect operating
expenses and operating margin. Further, Adjusted Pro Forma
financial information helps management track actual performance
relative to financial targets. Making Adjusted Pro Forma financial
information available to investors, in addition to GAAP financial
information, may also help investors compare the Company's
performance with the performance of other companies in our
industry, which may use similar financial measures to supplement
their GAAP financial information.
Management recognizes that the use of Adjusted Pro Forma
measures has limitations, including the fact that management must
exercise judgment in determining which types of charges should be
excluded from the Adjusted Pro Forma financial information. Because
other companies, including companies similar to Rovi Corporation,
may calculate their non-GAAP financial measures differently than
the Company calculates its Adjusted Pro Forma measures, these
Non-GAAP measures may have limited usefulness in comparing
companies. Management believes, however, that providing Adjusted
Pro Forma financial information, in addition to GAAP financial
information, facilitates consistent comparison of the Company's
financial performance over time. The Company provides Adjusted Pro
Forma financial information to the investment community, not as an
alternative, but as an important supplement to GAAP financial
information; to enable investors to evaluate the Company's core
operating performance in the same way that management does.
Forward Looking Statements
All statements contained herein that are not statements of
historical fact, including statements that use the words “will” or
“is expected to,” or similar words that describe the Company’s or
its management’s future plans, objectives, or goals, along with
when the acquisition transaction is expected to be closed, or when
the acquisition transaction is expected to be accretive to Rovi,
are “forward-looking statements” and are made pursuant to the
Safe-Harbor provisions of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause the
actual results of the Company to be materially different from the
historical results and/or from any future results or outcomes
expressed or implied by such forward-looking statements, including
the risk that the transaction will not be consummated and the risk
that Rovi does not succeed in making the transaction accretive.
Such factors are further addressed in the Company’s most recent
report on Form 10-K for the period ended December 31, 2013 and such
other documents as are filed with the Securities and Exchange
Commission from time to time (available at www.sec.gov). The
Company assumes no obligation to update any forward-looking
statements in order to reflect events or circumstances that may
arise after the date of this release, except as required by
law.
Rovi CorporationChris Taylor,
408-562-3077Chris.D.Taylor@rovicorp.com
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