Rovi Corporation Successfully Completes Tender Offer for Shares of Sonic Solutions With Over 89.3 Percent of Shares Tendered
14 Février 2011 - 3:00PM
Rovi Corporation (Nasdaq:ROVI) today announced the successful
completion of its cash and stock tender offer for all of the
outstanding shares of common stock of Sonic Solutions
(Nasdaq:SNIC). The offer expired as scheduled at one minute
following 11:59 p.m., Eastern time (midnight), on February 11,
2011. Rovi expects to cause the merger to be completed within a few
days, with Sonic becoming a wholly-owned subsidiary of Rovi.
Based on preliminary information from the depositary for the
tender offer, 45,790,080 shares, representing over 89.3 percent of
the outstanding shares of common stock of Sonic Solutions as of the
close of business on February 11, 2011, were validly tendered and
not withdrawn prior to the expiration of the tender offer. All of
such shares have been accepted for payment in accordance with the
terms of the offer, including 6,429,921 of such shares that were
tendered pursuant to the tender offer's guaranteed delivery
procedure.
As previously announced on December 22, 2010, Rovi and Sonic
signed a definitive agreement for Rovi to acquire Sonic in a stock
and cash transaction. Pursuant to the merger agreement, each share
of common stock of Sonic not accepted for payment in the tender
offer, other than those held by Rovi or Sonic or their respective
subsidiaries, or holders who properly exercise dissenters' rights,
will be converted into the right to receive $7.70 per share in cash
and 0.112 shares of Rovi Common Stock in the merger contemplated by
the merger agreement. If necessary in order to accomplish the
merger as a "short form" merger, Rovi intends to exercise the
"top-up" option granted pursuant to the merger agreement, which
permits Rovi or a subsidiary to purchase from Sonic, at a price per
share equal to $14.00 per share (the same cash purchase price paid
in the offer), a number of shares of Sonic common stock sufficient
to result in Rovi or a subsidiary holding at least 90% of the
outstanding shares immediately after the exercise of the "top-up"
option.
Rovi will provide guidance on the impact of the Sonic
acquisition on its 2011 results of operations during its fourth
quarter and year end 2010 earnings conference call on February 15,
2011.
About Rovi Corporation
Rovi Corporation is focused on revolutionizing the digital
entertainment landscape by delivering solutions that enable
consumers to intuitively connect to new entertainment from many
sources and locations. The company also provides extensive
entertainment discovery solutions for television, movies, music and
photos to its customers in the consumer electronics, cable and
satellite, entertainment and online distribution markets. These
solutions, complemented by industry leading entertainment data,
create the connections between people and technology, and enable
them to discover and manage entertainment in an enjoyable form.
Rovi holds over 4,700 issued or pending patents worldwide and is
headquartered in Santa Clara, California, with numerous offices
across the United States and around the world including Japan, Hong
Kong, Luxembourg, and the United Kingdom. More information about
Rovi can be found at http://www.rovicorp.com/.
The Rovi Corporation logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6482
CONTACT: Rovi Corporation
Lauren Landfield
408 562-8400
Lauren.landfield@rovicorp.com
Linda Quach
408 562-8504
Linda.quach@rovicorp.com
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