Rovi Corp./Sonic Solutions
On December 22, 2010, Rovi Corporation (Nasdaq: ROVI) and Sonic Solutions (Nasdaq: SNIC) announced that they have entered into a definitive agreement whereby Rovi will acquire all outstanding shares of Sonic for $14.17 per share, or a total consideration of $720 million.
Under the terms of the agreement, Sonic shareholders may elect to receive either $14.00 or 0.2489 shares of Rovi common stock for each share tendered and accepted in the exchange offer, subject to proration and adjustment pursuant to the definitive agreement.
If the initial exchange offer and related actions permitted by the agreement do not result in Rovi owning at least 90% of the outstanding shares of Sonic common stock, the consideration paid to Sonic shareholders in the merger may consist entirely of Rovi common stock at an exchange ratio of 0.2489 shares of Rovi common stock.
Upon completion of the merger, Sonic Solutions will become a wholly-owned subsidiary of Rovi.
The transaction is expected to close in Q111.
Sonic was advised by William Blair & Company, LLC and Morrison & Foerster, LLP. Cooley LLP acted as legal adviser and JPMorgan acted as financial advisor and delivered a fairness opinion to the Rovi board of directors.
Under the terms of the agreement, Sonic shareholders may elect to receive either $14.00 or 0.2489 shares of Rovi common stock for each share tendered and accepted in the exchange offer, subject to proration and adjustment pursuant to the definitive agreement.
If the initial exchange offer and related actions permitted by the agreement do not result in Rovi owning at least 90% of the outstanding shares of Sonic common stock, the consideration paid to Sonic shareholders in the merger may consist entirely of Rovi common stock at an exchange ratio of 0.2489 shares of Rovi common stock.
Upon completion of the merger, Sonic Solutions will become a wholly-owned subsidiary of Rovi.
The transaction is expected to close in Q111.
Sonic was advised by William Blair & Company, LLC and Morrison & Foerster, LLP. Cooley LLP acted as legal adviser and JPMorgan acted as financial advisor and delivered a fairness opinion to the Rovi board of directors.
