Xperi and TiVo to merge in all-stock deal worth $3B
The transaction creates a leading consumer and entertainment technology business and one of the industry’s largest intellectual property, or IP, licensing platforms with a diverse portfolio of entertainment and semiconductor intellectual property.
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%.
Under the terms of the merger agreement, the shares of TiVo and Xperi stockholders will be converted into the shares of the new parent company based on a fixed exchange ratio of 0.455 Xperi share per existing TiVo share. Upon completion of the merger, Xperi stockholders will own approximately 46.5% and TiVo stockholders will own approximately 53.5% 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.
To meet this objective, the companies have secured $1.1B of committed financing from Bank of America and Royal Bank of Canada.
Following the completion of the transaction, Xperi’s CCEO, Jon Kirchner, will serve as CEO of the new parent company and Xperi’s CFO, Robert Andersen, will serve as CFO.
TiVo’s CEO, David Shull, will continue as a strategic advisor to ensure a successful integration.
The board of the new parent company will consist of seven directors, including Xperi CEO Jon Kirchner, in addition to three directors appointed by Xperi and three directors appointed by TiVo.
The Chair of the Board will be selected by the independent directors of the board.
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 has been approved by the boards of both companies and is expected to close during Q2 of 2020, subject to regulatory approvals, the approval by the shareholders of each company, and other customary closing conditions.
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