Rovi Completes Acquisition of TiVo; New TiVo Poised to Lead Media and Entertainment Transformation
2016年9月8日 - 9:00PM
ビジネスワイヤ(英語)
Combined Company Furthers Legacy of
Ground-Breaking Entertainment Technology and Compelling Consumer
Experiences
Rovi Corporation (NASDAQ: ROVI) today announced that it has
completed its acquisition of TiVo Inc. The company is adopting the
iconic TiVo brand, marking the emergence of a new global leader in
innovative products and licensable inventions that power consumer
entertainment experiences and transform the value of audience
relationships. The new TiVo is the convergence of two industry
visionaries in media entertainment with complementary products and
services, and innovative patented technologies that will usher in a
new era of the consumer entertainment experience.
The combined company will immediately begin the process of
integrating technological and product capabilities, harnessing the
power of the unified product and innovation portfolios to enable
traditional, over-the-top (OTT) and emerging providers to create
new and compelling consumer experiences.
“Today’s consumers face a fragmented media landscape when it
comes to devices and platforms, and content owners and service
providers want to understand their audiences better and help their
customers navigate an ever-increasing set of content choices,” said
Tom Carson, president and CEO, TiVo. “The new TiVo is uniquely
positioned to provide ground-breaking offerings that address the
rapidly changing media landscape. Our broader product portfolio,
more innovative patented technologies, increased resources and a
stronger financial profile position us strongly for success and to
continue providing the ultimate entertainment experiences to
consumers across the globe.”
TiVo’s history of innovation in DVR functionality across set-top
boxes, tablets and mobile devices naturally complements Rovi’s
signature capabilities in guides, personalization, advertising,
analytics and cloud services. TiVo will bring together the next
generation of technologies, products and critical scale necessary
to address today’s insatiable demand for media and entertainment
and to achieve the company’s strategic business goals and deliver
sustainable stockholder value.
The new TiVo will have significant financial and operational
scale. The company provides guidance solutions to more than 25
million households, serving more than 500 pay-TV operators, and has
technologies that span more than 70 countries. The company expects
to realize at least $100 million in annual cost synergies, with 65
percent of these synergies recognized in the first 12 months. The
company intends to provide fiscal 2016 estimates during its next
regularly scheduled earnings conference call.
The closing value of the transaction, based on the
volume-weighted average of Rovi’s common stock price on the NASDAQ
Stock Market, as reported by Bloomberg L.P., for the fifteen
consecutive trading days ended on and including September 1,
2016 (the trading day three business days prior to
September 7, 2016, the closing date of the mergers), which was
$20.6344 per share, and the corresponding exchange ratio for TiVo
common stock of 0.3853x, all as provided for in the merger
agreement, was $1.1 billion, comprised of approximately $270
million in cash and 39.7 million new TiVo shares. Shares of new
TiVo will be traded on the NASDAQ under the ticker symbol “TIVO”.
Additionally, consistent with Rovi’s prior announcement, former
TiVo Inc. board members Daniel Moloney and Jeffrey T. Hinson joined
the new TiVo board of directors as of the completion of the
acquisition.
About TiVo
TiVo (NASDAQ: TIVO) is the global leader in entertainment
technology and audience insights. From the interactive program
guide to the DVR, TiVo delivers innovative products and licensable
technologies that revolutionize how people find content across a
changing media landscape. TiVo enables the world’s leading media
and entertainment providers to deliver the ultimate entertainment
experience. Explore the next generation of entertainment at
tivo.com, forward.tivo.com or follow us on Twitter @tivo or
@tivoforbusiness.
Forward-looking Statement
Certain statements made herein, including, for example,
regarding the integration efforts of TiVo Inc. and Rovi
Corporation, the industry landscape and the combined company’s
position therein, the enhanced product strength, global reach and
customer base of the combined companies, the expected synergies to
be realized from the combination, and any other statements about
the combined company management’s future expectations, beliefs,
goals, plans or prospects, are “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on the combined company’s
current expectations, estimates and projections about its business
and industry, management’s beliefs and certain assumptions made by
the combined company, all of which are subject to change.
Statements that include the words “expect,” “intend,” “plan,”
“believe,” “project,” “anticipate,” “will,” “may,” “would” and
similar statements of a future or forward-looking nature may be
used to identify forward-looking statements. All forward-looking
statements address matters that involve risks and uncertainties,
many of which are beyond our control, and are not guarantees of
future results. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised
in relying on forward-looking statements. We believe that these
factors include, but are not limited to, the following: 1) failure
to realize the anticipated benefits of the proposed transactions,
including as a result of delay in integrating or failure to
successfully integrate the businesses of TiVo Inc. and Rovi
Corporation and/or insufficient customer demand for the combined
company’s technologies and integrated offerings; 2) the expected
amount and timing of cost savings and operating synergies; 3)
unexpected costs, charges or expenses resulting from the
transactions; 4) uncertainty as to the long-term value of the
combined company’s common stock; 5) unpredictability and severity
of natural disasters; 6) adequacy of the combined company’s risk
management and loss limitation methods; 7) the resolution of
intellectual property claims; 8) seasonal trends that impact
consumer electronics sales; 9) the combined company’s ability
to implement its business strategy; 10) adequacy of the
combined company’s and its subsidiaries’ loss reserves;
11) retention of key personnel by the combined company;
12) intense competition from a number of sources;
13) potential loss of business from one or more major
licensees; 14) general economic and market conditions;
15) the integration of businesses that the combined company
may acquire or new business ventures that the combined company may
start; 16) evolving legal, regulatory and tax regimes; 17)
litigation related to the transactions; and 18) other
developments in the DVR and advanced television solutions market,
as well as management’s response to any of the aforementioned
factors.
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 our most recent reports on
Form 10-K and Form 10-Q and other documents of TiVo Corporation,
Rovi Corporation and TiVo Inc. on file with the Securities and
Exchange Commission (“SEC”). Our SEC filings are available publicly
on the SEC’s website at www.sec.gov. Any forward-looking statements
made or incorporated by reference herein are qualified in their
entirety by these cautionary statements, and there can be no
assurance that the actual results or developments anticipated by us
will be realized or, even if substantially realized, that they will
have the expected consequences to, or effects on, us or our
business or operations. Except to the extent required by applicable
law, we undertake no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise.
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Press:Finn PartnersRicca
Silveriotivo@finnpartners.com+1-949-439-7869orInvestors:TiVo
Inc.Peter AusnitVP, Investor
Relationspeter.ausnit@tivo.com+1-818-565-5200
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