Press release

TiVo Plans to Separate into Two Independent Companies

Sponsored by Businesswire

TiVo Corporation (NASDAQ: TIVO) today reported that the Company’s Board
has unanimously approved a plan to separate its Product and IP Licensing

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.

For content creators, service providers and consumers, TiVo provides a
trusted neutral platform to connect audiences to content and monetize
transactions. In addition to offering innovative and market leading
solutions to our customers, the keys to the Product business success are
scale, trust and neutrality. By separating from our IP Licensing
business, we believe that our Product business can pursue a
customer-first strategy without the encumbrances or complexity of being
tied to an IP Licensing business. We expect that operating independently
will open our Product business up to greater receptivity from service
providers, content providers and device manufacturers, as well as
potential customers in new markets. In particular, as an independent
Product oriented company, we believe we can better drive market adoption
of our next generation products and develop additional innovative
solutions for our customers. TiVo’s Product business is at an exciting
time in its transformation, particularly with several new product and
business model launches later this year that will enable us to increase
footprint, create a new content network and develop increased
monetizable opportunities through advertising. Along with our
established portfolio of market leading technologies and solutions,
these new offerings will be foundational to the long-term growth and
profitability of our product business.

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.

We believe the announced separation will enable our IP Licensing
business to pursue a broader horizontal licensing strategy and
capitalize on emerging growth opportunities. The ability to pursue an
independent strategy going-forward will allow the IP Licensing business
the freedom to focus on innovating around the new frontiers of video
entertainment and communications which are developing beyond our
traditional footprint and help to usher in the next phase of the
consumer video experience. As video consumption continues to shift
beyond traditional Pay TV into internet, social media and mobile
domains, we believe it is important that the IP Licensing business can
diversify beyond traditional video content discovery and recording
domains, into new consumer applications and functionalities. The
separation will enable the IP business to strategically reinvest in its
own business, not only to solidify its strong, existing foundation, but
also to appropriately pursue new long-term growth opportunities. We also
expect that operating independently will provide the IP Licensing
business enhanced operational flexibility and the freedom to pursue
opportunities in new markets and geographies.

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
  • 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.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, and shall not constitute an
offer, solicitation, or sale in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of that jurisdiction.

About TiVo Corporation

TiVo (NASDAQ: TIVO) is a global leader in entertainment technology and
audience insights. From the interactive program guide to the DVR, TiVo
delivers innovative products and licensable technologies that
revolutionize how people find content across a changing media landscape.
TiVo enables the world’s leading media and entertainment providers to
deliver the ultimate entertainment experience. Explore the next
generation of entertainment at, or follow us
on Twitter @tivo or @tivoforbusiness.

Forward Looking Statements

This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally can be identified by the use of forward-looking
terminology such as, “future”, “believe,” “expect,” “may,” “will,”
“intend,” “estimate,” “continue,” or similar expressions or the negative
of those terms or expressions. These statements relate to, among other
things, the planned separation of TiVo’s Product and IP Licensing
businesses, the value creation associated with the separation and
stand-alone businesses, the future operating results of the stand-alone
businesses, market acceptance of and future business opportunities for
the stand-alone businesses, conditions to the separation of the
businesses, the tax-free nature of the separation, the timely
establishment of management teams and boards of directors of each of the
stand-alone companies, the expected relationship of the two businesses
post-separation, and the anticipated timing of the separation. These
forward-looking statements are based on TiVo’s current expectations,
estimates and projections, management’s beliefs and certain assumptions
made by the Company, all of which are subject to risks and uncertainties
that could cause actual results to vary materially from those expressed
in or indicated by the forward-looking statements. Such statements
involve Factors that may cause actual results to differ materially
include delays, whether inside or outside the Company’s control, in the
Company’s planned separation of its Product and IP Licensing businesses,
failure to satisfy the conditions to the separation of the businesses,
failure to timely establish management teams and boards of directors of
each of the stand-alone companies, delays in development, the failure to
deliver competitive service offerings and lack of market acceptance of
any offerings delivered, as well as the other potential factors
described under “Risk Factors” included in Annual Report on Form 10-K
for the year ended December 31, 2018 and other documents of TiVo
Corporation on file with the Securities and Exchange Commission
(available at
TiVo cautions you not to place undue reliance on forward-looking
statements, which reflect an analysis only and speak only as of the date
hereof. TiVo assumes no obligation to update any forward-looking
statements in order to reflect events or circumstances that may arise
after the date of this release, except as required by law.