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Xperi and TiVo Close Merger
Monday 01 June 2020

California, US-based technology and IP licensing company Xperi Corp. (NASDAQ: XPER) and US-based technology TiVo Corp. (NASDAQ: TIVO) have closed an all-stock merger to strengthen and diversify IP licensing businesses for home, automotive and mobile markets, the companies said.

The combined company will operate a number of technology brands, including the TiVo brand for consumer-facing media and entertainment products.

The platform will combine Xperi Corp.'s product offerings in the home, auto and mobile device ecosystems with TiVo Corp.'s content aggregation, discovery and recommendation engines creating unique opportunities for content providers, consumer electronics manufacturers and automotive makers.

Xperi Corp. and TiVo Corp. are now combined under Xperi Holding Corp.

From June 2, the shares of the combined company will continue to trade on the NASDAQ Global Select Market under the Xperi ticker symbol XPER. As previously announced, the shares held by of TiVo Corp. and Xperi Corp. stockholders will be converted into the shares of the new parent company, Xperi Holding Corp., at their respective exchange ratios.

TiVo common stock previously traded under the ticker symbol TIVO and, as of June 1, is no longer listed for trading.

The merger agreement provides for a 0.455 fixed exchange ratio, which implies a 15% premium to TiVo's shareholders based on each of Xperi's and TiVo's 90-day volume-weighted average share prices.

At close, Xperi shareholders will own approximately 46.5% of the combined business, and TiVo shareholders will own approximately 53.5%.

In connection with the transaction each company's debt will be refinanced on a combined basis. To meet this objective, the companies have secured USD1.1 bn of committed financing from Bank of America and Royal Bank of Canada.

TiVo's content aggregation, discovery and recommendation capabilities enable viewers to more easily find, watch, and enjoy entertainment.
Date Published: 01/06/2020