Settlement of Certain Litigation

As previously reported by TiVo Corporation (the “Company”), on September 7, 2016 (the “TiVo Acquisition Date”), Rovi Corporation completed its acquisition of TiVo Inc. (renamed TiVo Solutions Inc. (“TiVo Solutions”) on September 7, 2016) (the “TiVo Acquisition”). Under Delaware law, holders of common stock of TiVo Solutions who did not vote to approve the TiVo Acquisition and who properly assert and exercise their appraisal rights with respect to their shares are entitled to receive a cash payment in an amount equal to the fair value of their shares (as determined in accordance with the provisions of Delaware law), in lieu of the shares of TiVo Corporation which they would otherwise have been entitled to receive, if they commence an appraisal action in the Delaware Court of Chancery and proceed to a verdict.

The Company also previously reported that on November 15, 2016, Driehaus Appraisal Litigation Fund, L.P., Driehaus Companies Profit Sharing Plan and Trust, and Richard H. Driehaus IRA (the “Driehaus Entities”) filed a petition for appraisal to 8 Del. C. § 262 in the Court of Chancery of the State of Delaware covering a total of 1.9 million shares of common stock of TiVo Solutions in connection with the TiVo Acquisition on September 7, 2016. Additionally, on November 15, 2016, Fir Tree Value Master Fund L.P. and Fir Tree Capital Opportunity Master Fund L.P. (the “Fir Tree Entities” and together with the Driehaus Entities, the “Appraisal Petitioners”) filed a petition for appraisal to 8 Del. C. § 262 in the Court of Chancery of the State of Delaware covering a total of 7.2 million shares of common stock of TiVo Solutions in connection with the TiVo Acquisition. On January 11, 2017, the Court of Chancery consolidated the two petitions into a consolidated action entitled In re Appraisal of TiVo, Inc., C.A. No. 12909-CB (Del. Ch.) (the “Appraisal Action”). Should the Appraisal Action be adjudicated in the Court of Chancery, regardless of the verdict, the Appraisal Petitioners would be entitled to receive a cash payment equal to the fair value of their TiVo Solutions common stock (as determined in accordance with the provisions of Delaware law) in lieu of the shares of TiVo Corporation which they would otherwise have been entitled to receive to the Merger Agreement. The Appraisal Petitioners would also receive prejudgment interest on any appraisal award, which would be calculated at an interest rate of 5% above the Federal Reserve Discount Rate, with interest compounded quarterly. The Appraisal Petitioners also sought payment for their costs and attorneys’ fees. As of December 31, 2016, the Company had recorded a liability of $79.0 million on its Consolidated Balance Sheets and, in addition, the exchange agent for the TiVo Acquisition was holding $25.3 million in cash related to the Dissenting Holders.

On March 27, 2017, the Company, TiVo Solutions and the Appraisal Petitioners executed a settlement agreement to resolve the Appraisal Action. The terms of the settlement, among other matters, provide that, in exchange for a release and dismissal of all asserted claims, the Company will pay $12.80 per share for a total sum of $117,030,400. The terms of the settlement will be funded from a combination of cash held by the exchange agent and cash on the balance sheet and will not have a material adverse effect on the Company’s financial position or result of operations. Following this settlement, no other appraisal proceedings remain outstanding in connection with the TiVo Acquisition.

About TiVo Corporation (NASDAQ:TIVO)

TiVo Corporation, formerly Titan Technologies Corporation, is a holding company. The Company’s subsidiaries include Rovi Corporation and TiVo Inc. The Company, through TiVo Inc., is engaged in providing video technology software services and cloud-based software-as-a-service solutions. TiVo Inc.’s software and cloud-based services provide an approach for navigating content chaos by combining live, recorded, Video on Demand (VOD) content into an intuitive user interface with universal search, discovery, viewing and recording, and creating a unified viewing experience. The Company, through Rovi Corporation, provides a set of content discovery solutions that are embedded in its customers’ products and services to connect consumers with entertainment, including device embedded and cloud-based interactive program guides (IPGs), natural language conversational voice and text search and recommendation services, among others.

TiVo Corporation (NASDAQ:TIVO) Recent Trading Information

TiVo Corporation (NASDAQ:TIVO) closed its last trading session 00.00 at 18.75 with 1,069,626 shares trading hands.