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Monday, March 21, 2005
Microsoft-Time Warner-Thomson complete acquisition of ContentGuard


Microsoft, Time Warner and Thomson today announced completion of their three-way acquisition of ContentGuard.

ContentGuard is a developer of Digital Rights Management technologies. The term Digital Rights Management describes a wide range of technologies that are being developed to allow movies, music and other digital content to be accessed by users on the Internet while protecting that content from illegal copying and counterfeiting.

On 29 March 2004, Microsoft and Time Warner acquired joint control over ContentGuard, and the operation was notified to the European Commission which initiated an investigation. Following the completion of today's acquisition of ContentGuard by Microsoft, Time Warner and Thomson, the initial operation is abandoned, and the notification is therefore withdrawn. Given the resulting ownership and control structure, the new operation is not to be reviewed under the EU Merger Regulation.

Thomson, Microsoft and Time Warner will each hold equal 33 percent voting positions in ContentGuard and will each appoint two seats on the ContentGuard board.

Working together with ContentGuard, the company?s three strategic investors aim to help promote the development of inter-operable DRM systems, accelerate the deployment of consumer devices that support Digital Rights Management, and encourage content owners to launch new distribution channels. The partners plan to continue development of ContentGuard?s intellectual property and to promote innovation in electronic content distribution using DRM technologies.

?We appreciate the hard work the Commission has done on this case and we are pleased it could be resolved in a way that was mutually agreeable,? said Paul Cappuccio, Time Warner Executive Vice President and General Counsel.

?We all worked closely and constructively with the European Commission throughout this process and are pleased to reach this resolution,? said Brad Smith, Microsoft Senior Vice President and General Counsel. ?Content Guard will help promote broader access to DRM technologies that will benefit businesses and consumers in Europe and around the world.?

?We are delighted to join forces with Microsoft and Time Warner to enhance ContentGuard?s efforts in the market to drive DRM interoperability,? said Joe Berchtold, President of Thomson?s Electronic Content Delivery Services. ?Secure delivery of content with new, flexible business models is a key cornerstone of Thomson?s Electronic Content Delivery services business, and we believe this unique partnership of content, technology, and media services will accelerate the development and deployment of our services.?


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