TiVo and Xperi to Combine in All-Stock Merger

Palo Alto – December 30, 2019 – Cooley advised TiVo on its agreement to combine with Xperi Corporation in an all-stock transaction, representing approximately $3 billion of combined enterprise value. Expected to close in Q2 2020, the merger creates a leading consumer and entertainment technology business and one of the industry’s largest intellectual property licensing platforms. Jon Gavenman, Steve Tonsfeldt and Ian Nussbaum led the Cooley team advising TiVo.

“TiVo has always been the company that brings entertainment together. Now, we can significantly expand our mission,” TiVo CEO David Shull said in a statement. “With Xperi’s annual licensing of more than 100 million connected TV units, and complementary relationships with major content providers, consumer electronics manufacturers and automotive OEMs, our combined company will transform the home, car and mobile entertainment experience for the consumer.” 

Upon completion of the merger, Xperi stockholders will own approximately 46.5% and TiVo stockholders will own approximately 53.5% shares of the new parent company on a fully diluted basis. In connection with the transaction, each company’s debt will be refinanced on a combined basis with $1.1 billion of committed capital from Bank of America and Royal Bank of Canada. 

About Cooley LLP

Clients partner with Cooley on transformative deals, complex IP and regulatory matters, and high-stakes litigation, where innovation meets the law. 

Cooley has 1,000+ lawyers across 15 offices in the United States, Asia and Europe.

This content is provided for general informational purposes only, and your access or use of the content does not create an attorney-client relationship between you or your organization and Cooley LLP, Cooley (UK) LLP, or any other affiliated practice or entity (collectively referred to as “Cooley”). By accessing this content, you agree that the information provided does not constitute legal or other professional advice. This content is not a substitute for obtaining legal advice from a qualified attorney licensed in your jurisdiction and you should not act or refrain from acting based on this content. This content may be changed without notice. It is not guaranteed to be complete, correct or up to date, and it may not reflect the most current legal developments. Prior results do not guarantee a similar outcome. Do not send any confidential information to Cooley, as we do not have any duty to keep any information you provide to us confidential. This content may be considered Attorney Advertising and is subject to our legal notices.