Company Meeting
July 14, 2016
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Filed by TiVo Inc. Pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies:
TiVo Inc. (Commission File No. 000-27141)
Rovi Corporation (Commission File No. 000-53413), and
Titan Technologies Corporation (Commission File No. 000-53413)
Safe Harbor Statement
Please review our SEC filings, including forms 10-Q and 10-K
Forward-Looking Statements
This presentation contains "forward-looking" statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to,
statements regarding the timing of the proposed acquisition of TiVo Inc. (“TiVo”) Such factors include, among others, 1) uncertainties as to the timing of the consummation
of the transaction and the ability of each party to consummate the transaction; 2) uncertainty as to the actual premium that will be realized by TiVo stockholders in
connection with the proposed transaction; 3) 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 Rovi Corporation (“Rovi”) and TiVo; 4) uncertainty as to the long-term value of the combined companies’ common stock; 5)
unpredictability and severity of natural disasters; 6) adequacy of Rovi’s or TiVo’s risk management and loss limitation methods; 7) the resolution of intellectual property
claims; 8) seasonal trends that impact consumer electronics sales; 9) the combined companies’ ability to implement their business strategy; 10) adequacy of Rovi’s, TiVo’s or
the combined companies’ loss reserves; 11) retention of key executives by Rovi and TiVo; 12) intense competition from a number of sources; 13) potential loss of business
from one or more major licensees; 14) general economic and market conditions; 15) the integration of businesses the combined companies may acquire or new business
ventures the combined companies may start; 16) evolving legal, regulatory and tax regimes; 17) the expected amount and timing of cost savings and operating synergies; 18)
failure to receive the approval of the stockholders of either Rovi or TiVo; 19) litigation related to the transaction; 20) unexpected costs, charges or expenses resulting from the
transaction; and 21) other developments in the DVR and advanced television solutions market, as well as management’s response to any of the aforementioned factors. The
foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein
and elsewhere, including the Risk Factors included in Rovi’s Annual Report on Form 10-K for the period ended December 31, 2015, Rovi’s Quarterly Report on Form 10-Q for
the period ended March 31, 2016, TiVo’s Annual Report on Form 10-K for the period ended January 31, 2016, TiVo’s Quarterly Report on Form 10-Q for the period ended April
30, 2016, and other securities filings which are on file with the Securities and Exchange Commission (available at www.sec.gov). Neither company assumes any obligation to
update any forward-looking statements except as required by law.
No Offer or Solicitation
The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of applicable law. 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, and otherwise in accordance with applicable law.
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Additional Information
Additional Information about the Proposed Transaction and Where to Find It
This communication is not a solicitation of a proxy from any stockholder of Rovi, Titan Technologies Corporation or TiVo. In connection with the Agreement and
Plan of Merger among Rovi, TiVo, Titan Technologies Corporation (“Parent”), Nova Acquisition Sub, Inc. and Titan Acquisition Sub, Inc., Parent has filed a
Registration Statement on From S-4 (Registration No. 333-211874) containing a preliminary join proxy statement-prospectus regarding the proposed transaction
and other documents with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT ROVI, TIVO, PARENT AND THE PROPOSED TRANSACTION. Stockholders may obtain a free copy of the joint proxy statement/prospectus (when it becomes
available), as well as any other documents filed by Rovi, Parent and TiVo with the Securities and Exchange Commission, at the Securities and Exchange
Commission’s Web site at http://www.sec.gov. Stockholders may also obtain a free copy of the joint proxy statement/prospectus and the filings with the SEC that
will be incorporated by reference in the joint proxy statement/prospectus from Rovi by directing a request to Rovi Investor Relations at 818-565-5200 and from
TiVo by directing a request to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York, 10016, (212) 929-5500, proxy@mackenziepartners.com.
Participants in the Solicitation
Rovi, Parent, TiVo and their respective directors and executive officers and other members of their management and employees may be deemed, under Securities
and Exchange Commission rules, to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding Rovi’s directors
and officers can be found in its proxy statement filed with the Securities and Exchange Commission on March 10, 2016 and information regarding TiVo’s directors
and officers can be found in its proxy statement filed with the Securities and Exchange Commission on May 27, 2016. Additional information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests in the transaction, by security holdings or otherwise, will be contained in
the Form S-4 and the joint proxy statement/prospectus that Parent will file with the Securities and Exchange Commission when it becomes available. Stockholders
may obtain a free copy of these documents as described in the preceding paragraph.
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TiVo’s Non-GAAP Information
TiVo's "EBITDA" means income before interest income and expense, provision for income taxes and depreciation and
amortization. TiVo's "Adjusted EBITDA" is EBITDA adjusted for acquisition related charges for retention earn-outs payable to
former shareholders of the business we acquired and changes in fair value of acquired business' performance related earn-
outs, transition and restructuring charges, stock-based compensation, litigation expenses associated with litigation matters
(whether or not initiated by us) which have the potential to result in revenue generation and litigation proceeds attributable
to past damage awards, but includes litigation proceeds recognized as technology licensing revenue. EBITDA and Adjusted
EBITDA are not measures of financial performance under generally accepted accounting principles, which we refer to as
GAAP. We have presented EBITDA and Adjusted EBITDA solely as supplemental disclosure because we believe they allow for
a more complete analysis of our results of operations and we believe that EBITDA and Adjusted EBITDA are useful to
investors because EBITDA and Adjusted EBITDA are commonly used to analyze companies on the basis of operating
performance. In addition, because of the variety of equity awards used by companies, the varying methodologies for
determining stock-based compensation expense, and the subjective assumptions involved in those determinations, we
believe excluding stock-based compensation enhances the ability of management and investors to evaluate our operating
performance over multiple periods. Management does not use EBITDA or Adjusted EBITDA as a measure of liquidity because,
among other things, they do not exclude the impact of deferred revenue from IP settlements nor the impact of deferred
revenues associated with the amortization of product lifetime subscriptions. We do not use stock-based compensation
expense in our internal measures. A limitation associated with these non-GAAP measures is that they do not include any
stock-based compensation expense related to hiring, retaining, and incentivizing the Company's workforce. EBITDA and
Adjusted EBITDA are not intended to represent, and should not be considered more meaningful than, or as an alternative to,
measures of operating performance as determined in accordance with GAAP.
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Updated Timeline to Transaction Close
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Transaction
Announcement –
April 29
File HSR
SEC Comments Due
S-4 (Joint Proxy)
Approved by SEC
TiVo Earnings
Release +
1Q’FY17 10Q –
May 31
Transaction Close – 2 to 3 business
days after Shareholder vote
Note: Transaction close dependent on how quickly any comments from
the SEC are resolved on Form S-4 and shareholder vote
TiVo Annual
Shareholder Meeting
Shareholder vote
File Joint S-4
(Joint Proxy)
Completed Actions
In Process
TiVo Proxy
2Q’FY17 TiVo Earnings
Filing Deadline – Sept 9
HSR Approval