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TiVo to Separate Product & IP Licensing Businesses

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5/9/2019

SAN JOSE, Calif. -- TiVo Corporation (NASDAQ: TIVO) today reported that the Company’s Board has unanimously approved a plan to separate its Product and IP Licensing businesses.

Based upon an extensive review of strategic alternatives, TiVo’s Board of Directors decided that separating its Product and IP Licensing businesses is believed to be the best strategy to maximize shareholder value. Accordingly, TiVo intends to spin out its Product business to shareholders. Throughout the separation process, the Board of Directors will continue to be open to strategic transactions for each business that could create additional stockholder value and is actively engaged in discussions with parties interested in each of the businesses.

“In the rapidly evolving market landscape we now operate in, we have determined that our Product and IP Licensing businesses will be better positioned as standalone separate entities,” said Raghu Rau, Interim President and Chief Executive Officer. “Operating independently, these two businesses will have increased flexibility to pursue new and growing market opportunities. We believe this separation is the best way to maximize shareholder value, while also enhancing the possibility of value-creating strategic transactions.”

TiVo believes the separation of its Products and IP Licensing and business will benefit shareholders for the following reasons:

TiVo’s Product business - Consisting of our Platform Solutions and Software and Services businesses. TiVo offers a suite of component technologies that can be integrated into any of our customers’ internally developed platforms or deployed as an integrated TiVo solution for video service providers or retail markets. As of December 31, 2018, there were an estimated 23 million households worldwide utilizing our Platform Solutions. For the full year 2018, our Product segment generated $401 million in revenue, with a large component of recurring revenue.

TiVo’s IP Licensing business - Our expansive and highly valuable Rovi and TiVo patent portfolios encompass approximately 5,500 issued patents and pending applications worldwide. Hundreds of millions of consumers have access to our innovations through license agreements with leading video providers around the world. Our licensees include traditional and new media video providers across Pay-TV, OTT, Mobile, Consumer Electronics and Social Media markets. For the full year 2018, IP Licensing revenue was $295 million, with a high percentage of this recurring revenue.

Transaction details:

  • The separation is subject to the satisfaction of customary closing conditions, including, among others, obtaining final approval from the TiVo Board of Directors, receipt of tax opinions, and the effectiveness of an applicable registration statement with the Securities and Exchange Commission.

  • We will provide greater details including the relationship between the Product and IP Licensing businesses and corporate brand identities for each business as we get closer to the spin-off date.

  • Full management teams and boards for both companies will be named in the months leading up to the launch of the two companies. We anticipate having those teams in place for each business before separation.

  • We expect to complete this transaction in the first half of 2020 through a tax-free spinoff of the Product business to our shareholders and will be actively pursuing a ruling from the IRS that the spin-off will be tax-free.

    TiVo

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