Rovi Corporation and Sonic Solutions have signed a definitive agreement for Rovi to acquire Sonic in a stock and cash transaction worth approximately $720 million. The acquisition is structured as an exchange offer for all of the outstanding shares of Sonic common stock, to be followed by a merger.

Rovi, a provider of next generation guidance solutions including TotalGuide, discovery, metadata, advertising and networking technologies and Sonic, a provider of digital video processing, playback and distribution technologies, together will bring an end-to-end solution that enables integration across the ecosystem.

The acquisition of Sonic will enable Rovi to broaden its solutions to content owners, device makers, retailers and operators.

Sonic has licensed its cloud-based digital media delivery infrastructure known as RoxioNow, to major retailers, movie studios and CE manufacturers. RoxioNow incorporates a catalog of over 10,000 movies and TV programs, which are accessible through connected CE devices such as digital TVs, Blu-ray players and mobile phones. The RoxioNow technology is expected to be on over 30 million connected devices by June 2011.

Sonic’s DivX offering is distributed in over 350 million CE devices. The DivX player software has been downloaded over 100 million times per year and 500 million times cumulatively, and has had over 2.5 billion launches since 2009.

Rovi intends to commence an exchange offer for all of the outstanding shares of Sonic Solutions in January 2011, which will remain open for at least 20 business days. The transaction is subject to customary closing conditions and regulatory approvals. The exchange offer is expected to close during the first quarter of 2011.

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