Item 1.01 Entry Into a Material Definitive Agreement
As previously disclosed,
On
The foregoing summary of the Supplement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Important Information and Where to Find It
In connection with the proposed transaction, TiVo and Xperi will cause HoldCo to
file with the
TiVo Corporation 2160 Gold Street San Jose, California 95002 Attention: Investor Relations 1-818-295-6651 IR@tivo.com Xperi Corporation3025 Orchard Parkway San Jose, California 95134 Attention: Investor Relations 1-818-436-1231 IR@xperi.com
Participants in the Solicitation
TiVo, Xperi 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 TiVo's directors and executive
officers, including a description of their direct interests, by security
holdings or otherwise, is contained in TiVo's proxy statement for its 2019
annual meeting of stockholders, which was filed with the
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stockholders and Xperi 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
TiVo and Xperi directors and executive officers in the transaction, which may be
different than those of TiVo and Xperi stockholders generally, by reading the
Joint Proxy Statement/Prospectus and any other relevant documents that are filed
or will be filed with the
No Offer or Solicitation
This communication 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 DISCLAIMER
This communication 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 TiVo'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 TiVo and Xperi,
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 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 TiVo and Xperi; (iii) potential litigation relating to the
proposed transaction that could be instituted against TiVo, Xperi or their
respective directors; (iv) the risk that disruptions from the proposed
transaction will harm TiVo's or Xperi's business, including current plans and
operations; (v) the ability of TiVo or Xperi to retain and hire key personnel;
(vi) potential adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed transaction;
(vii) uncertainty as to the long-term value of HoldCo common stock;
(viii) legislative, regulatory and economic developments affecting TiVo's and
Xperi's businesses; (ix) general economic and market developments and
conditions; (x) the evolving legal, regulatory and tax regimes under which TiVo
and Xperi operate; (xi) potential business uncertainty, including changes to
existing business relationships, during the pendency of the proposed transaction
that could affect TiVo's and/or Xperi's financial performance;
(xii) restrictions during the pendency of the proposed transaction that may
impact TiVo's or Xperi's ability to pursue certain business opportunities or
strategic transactions; (xiii) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as TiVo's and Xperi's response to any of the aforementioned
factors; (xiv) failure to receive the approval of the stockholders of TiVo
and/or Xperi; and (xv) any plans regarding a potential separation of the
combined business. 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
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Supplement to Commitment Letter andFee Letter , dated as ofJanuary 3, 2020 , by and amongTiVo Corporation , Xperi Corporation,Bank of America, N.A .,BofA Securities, Inc. , Royal Bank of Canada and Barclays Bank PLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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