Stockholder Meetings to be Held on May
29
Transaction Expected to Close in Second
Quarter
Xperi Corporation (Nasdaq: XPER) and TiVo Corporation (Nasdaq:
TIVO) filed definitive proxy materials with the Securities and
Exchange Commission in connection with their proposed merger and
are mailing proxy materials for the merger.
A special meeting of the stockholders of Xperi to consider and
vote on the merger will be held virtually on May 29, 2020 at 9:00
AM Pacific. Xperi stockholders of record as of April 13, 2020 will
be entitled to vote at the special meeting. A special meeting of
the stockholders of TiVo to consider and vote on the merger will be
held virtually on May 29, 2020 at 9:00 AM Pacific. TiVo
stockholders of record as of April 13, 2020 will be entitled to
vote at the special meeting.
The boards of directors of both companies approved the merger
and encourage their respective stockholders to vote in favor of the
merger by following the instructions in the proxy materials for the
merger.
“We are encouraged by the support we are getting from all of our
stakeholders – customers, stockholders, partners, and employees.
This past week we had virtual meetings with the credit rating
agencies and are confident we will obtain the financing necessary
to complete the transaction. Our teams have continued to work
diligently during this unprecedented global crisis and we remain on
track to close in the second quarter,” said Jon Kirchner, chief
executive officer of Xperi.
“We remain on track for, and excited by, our transformative
merger with Xperi. Integration planning has been a focus for both
companies and I am pleased with the level of collaboration and
significant progress that has been made,” said Dave Shull, chief
executive officer of TiVo. “More broadly, the challenges of our
current environment have served to highlight the value of being
able to successfully bring together the Xperi and TiVo technology,
products, and people and we remain enthusiastic about the
transaction.”
The proposed merger is subject to customary closing conditions,
including approval of the merger by the stockholders of both
companies and regulatory approvals.
Additional information about the proposed merger, including the
proxy materials for the merger, can be found at
https://xperitivo.transactionannouncement.com/.
About Xperi Corporation
Xperi Corporation (Nasdaq: XPER) and its brands DTS, IMAX
Enhanced, HD Radio, and Invensas, are dedicated to creating
innovative technology solutions that enable extraordinary
experiences for people around the world. Xperi’s solutions are
licensed by hundreds of leading global partners and have shipped in
billions of products in areas including premium audio, automotive,
broadcast, computational imaging, computer vision, mobile computing
and communications, memory, data storage, and 3D semiconductor
interconnect and packaging. For more information, please call
408-321-6000 or visit www.xperi.com.
About TiVo Corporation
TiVo Corporation (Nasdaq: TIVO) brings entertainment together,
making it easy to find, watch and enjoy. We serve up the best
movies, shows and videos from across live TV, on-demand, streaming
services and countless apps, helping people to watch on their
terms. For studios, networks and advertisers, TiVo delivers a
passionate group of watchers to increase viewership and engagement
across all screens. Go to tivo.com and enjoy watching.
Important Information and Where to Find
It
In connection with the proposed transaction, XRAY-TWOLF HoldCo
Corporation (“Holdco”) has filed with the U.S. Securities and
Exchange Commission (“SEC”), and the SEC has declared effective on
April 22, 2020, a registration statement on Form S-4 (File No.
333-236492) that includes a joint proxy statement of Xperi
Corporation (“Xperi”) and TiVo Corporation (“TiVo”) and that also
constitutes a prospectus of Holdco (“Joint Proxy
Statement/Prospectus”). Xperi, TiVo and Holdco may also file other
documents with the SEC regarding the proposed transaction. This
press release is not a substitute for the Joint Proxy
Statement/Prospectus or any other document which Xperi, TiVo or
Holdco may file with the SEC. INVESTORS, XPERI STOCKHOLDERS AND
TIVO STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors, Xperi
stockholders and TiVo stockholders may obtain free copies of the
Joint Proxy Statement/Prospectus and other documents that are filed
or will be filed with the SEC (when available) by Xperi, TiVo or
Holdco through the website maintained by the SEC at www.sec.gov,
through the website maintained by Xperi and TiVo at
https://xperitivo.transactionannouncement.com/ or by contacting the
investor relations department of Xperi or TiVo at the
following:
Xperi Corporation 3025 Orchard Parkway San Jose, California
95134 Attention: Investor Relations 1-818-436-1231 IR@Xperi.com
TiVo Corporation 2160 Gold Street San Jose, California 95002
(818) 295-6651 Attn: Investor Relations IR@TiVo.com
Participants in the
Solicitation
Xperi, TiVo or Holdco and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding Xperi’s directors and executive officers,
including a description of their direct interests, by security
holdings or otherwise, is contained in Xperi’s annual report on
Form 10-K for the year ended December 31, 2019, which was filed
with the SEC on February 18, 2020. Information regarding TiVo’s
directors and executive officers, including a description of their
direct interests, by security holdings or otherwise, is contained
in TiVo’s annual report on Form 10-K for the year ended December
31, 2019, which was filed with the SEC on February 18, 2020. Xperi
stockholders and TiVo stockholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
proposed transaction, including the interests of Xperi and TiVo
directors and executive officers in the transaction, which may be
different than those of Xperi and TiVo stockholders generally, by
reading the Joint Proxy Statement/Prospectus and any other relevant
documents that are filed or will be filed with the SEC relating to
the transaction.
No Offer or Solicitation
This press release is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. 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.
Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on Xperi’s current expectations, estimates and
projections about the expected date of closing of the proposed
transaction and the potential benefits thereof, its business and
industry, management’s beliefs and certain assumptions made by
Xperi and TiVo, all of which are subject to change. In this
context, forward-looking statements often address expected future
business and financial performance and financial condition, and
often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,”
“might,” “potentially,” “estimate,” “continue,” “expect,” “target,”
similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or
outcomes. All forward-looking statements by their nature address
matters that involve risks and uncertainties, many of which are
beyond our control, and are not guarantees of future results, such
as statements about the consummation of the proposed transaction
and the anticipated benefits thereof. These and other
forward-looking statements, including the failure to consummate the
proposed transaction or to make or take any filing or other action
required to consummate the transaction on a timely matter or at
all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. 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. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms
and timing, including obtaining shareholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, cost savings, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management, expansion and growth of Holdco’s
businesses and other conditions to the completion of the
transaction; (ii) 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 Xperi
and TiVo; (iii) Xperi’s ability to implement its business strategy;
(iv) pricing trends, including Xperi’s and TiVo’s ability to
achieve economies of scale; (v) potential litigation relating to
the proposed transaction that could be instituted against Xperi,
TiVo or their respective directors; (vi) the risk that disruptions
from the proposed transaction will harm Xperi’s or TiVo’s business,
including current plans and operations; (vii) the ability of Xperi
or TiVo to retain and hire key personnel; (viii) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (ix)
uncertainty as to the long-term value of Holdco common stock; (x)
legislative, regulatory and economic developments affecting Xperi’s
and TiVo’s businesses; (xi) general economic and market
developments and conditions; (xii) the evolving legal, regulatory
and tax regimes under which Xperi and TiVo operate; (xiii)
potential business uncertainty, including changes to existing
business relationships, during the pendency of the proposed
transaction that could affect Xperi’s and/or TiVo’s financial
performance; (xiv) restrictions during the pendency of the proposed
transaction that may impact Xperi’s or TiVo’s ability to pursue
certain business opportunities or strategic transactions; (xv)
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, natural disasters, the outbreak of coronavirus or
similar outbreaks or pandemics, and their effects on economic and
business environments in which Xperi and TiVo operate, as well as
Xperi’s and TiVo’s response to any of the aforementioned factors;
and (xvi) failure to receive the approval of the stockholders of
Xperi and/or TiVo. These risks, as well as other risks associated
with the proposed transaction, are more fully discussed in the
Joint Proxy Statement/Prospectus to be filed with the U.S.
Securities and Exchange Commission in connection with the proposed
transaction. While the list of factors presented here is, and the
list of factors presented in the Joint Proxy Statement/Prospectus
will be, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on Xperi’s or
TiVo’s consolidated financial condition, results of operations, or
liquidity. Neither Xperi nor TiVo assumes any obligation to
publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
SOURCE: XPERI CORP
XPER-G
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200423005139/en/
Xperi Investor Contact: Geri Weinfeld 818-436-1231
geri.weinfeld@xperi.com
TiVo Investor Contact: Debi Palmer 818-295-6651
debi.palmer@tivo.com or MacKenzie Partners, Inc. Bob
Marese/John Bryan 212-929-5500
TiVo (NASDAQ:TIVO)
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