Rovi to buy DVR maker TiVo for $1.1 billion

By Liana B. Baker

NEW YORK (Reuters) - Rovi Corp, a provider of digital television guides, said on Friday it would buy video recorder pioneer TiVo Inc in a $1.1 billion deal that brings together two video software players with deep patent portfolios.

The combined company, which will add Tivo's 10 million customers to Rovi's 18 million customers, will be led by Rovi Chief Executive Tom Carson, who said he first thought about a potential merger between the two companies when he took over as CEO four years ago.

"We had been looking at doing this for quite a while. We play in similar businesses," Carson said in an interview, adding that it would have been too challenging to do the deal last year when Rovi's licensing agreement with AT&T was up for renewal.

The $10.70 per-share cash-and-stock offer represents a premium of 13.6 percent to TiVo's Thursday closing share price. Rovi said it would pay TiVo shareholders $2.75 per share in cash and the remaining in stock, with TiVo shareholders ending up owning roughly a third of the combined company, which will go by the name TiVo.

TiVo's shares, which have been up more than 20 percent since news reports on March 24 that it was exploring a potential deal, were trading at $9.92 on Friday, up 5.3 percent. Rovi shares fell 0.7 percent to $17.23.

The companies have a lot in common. Both sell products and own intellectual property for digital guides on televisions, set-top boxes and video recorders.

They have also both been aggressive about protecting their patent portfolios, sometimes turning to litigation, and generate large chunks of their revenue from agreements with cable operators. The companies said in a news release it would now serve 500 service providers globally and own 6,000 patents.

The merger "equips them to better fight competition like Apple TV and Comcast in the television software space," said Andrew DeGasperi, Macquarie Securities analyst.

The deal comes less than a year after Rovi lost a proxy fight to activist investor Engaged Capital, which won two board seats and ousted Rovi's chairman. TiVo had also been undergoing a transition, with longtime CEO Tom Rogers stepping down this past January after 11 years, which Carson said also created the opportunity for the merger.

Boutique investment bank Evercore advised Rovi. LionTree Advisors served as TiVo's financial adviser. Legal advisors were Cooley LLP for Rovi and Skadden, Arps, Slate, Meagher & Flom LLP for TiVo.

(Additional reporting by Rishika S in Bangalore; Editing by Saumyadeb Chakrabarty and Will Dunham)