Xperi And TiVo To Merge

(RTTNews) - Xperi Corp. (XPER) and TiVo Corp. (TIVO) said that they agreed to merge in an all-stock transaction, representing about $3 billion of combined enterprise value.

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.

Xperi shareholders will own about 46.5% of the combined business, and TiVo shareholders will own about 53.5%.

The new parent company will assume the Xperi name but will continue to provide entertainment services under the TiVo brand, alongside Xperi's premium DTS, HD Radio, and IMAX Enhanced brands. The company will be headquartered in San Jose, California.

This transaction is expected to close during the second quarter of 2020.

The companies expect to achieve at least $50 million of annualized run-rate cost savings by year-end 2021 through the integration of their respective product and IP licensing businesses.

Meanwhile, TiVo has suspended its near-term plans to separate its product and IP businesses. Upon closing of the transaction, each company's respective product and IP businesses will be integrated and operated as separate IP licensing and product business units.

Upon the completion of the transaction, Xperi's Chief Executive Officer, Jon Kirchner, will serve as Chief Executive Officer of the new parent company and Xperi's CFO, Robert Andersen, will serve as Chief Financial Officer.

TiVo's Chief Executive Officer, David Shull, will continue as a strategic advisor to ensure a successful integration.