Rovi Corp, formely Macrovision, will pay $720 million in cash and stock to buy Sonic Solutions, which owns the popular digital video player software DivX. The two companies have signed a definitive agreement for Rovi to acquire Sonic in a stock and cash transaction. The enterprise value of the transaction is approximately $720 million and the per share value of Sonic common stock at signing of the agreement is $14.17, a 38.2 percent premium to Sonic's 30 day average per share closing price as of December 21, 2010. 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 televisions, 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. With a footprint spanning hundreds of millions of devices and households, Rovi believes this will expand its advertising distribution opportunity.

The combined company will be able to power the next generation of digital entertainment offerings with content discovery, delivery, and enhanced interactivity capabilities that support advertising and drive consumer engagement. Integration between RoxioNow and TotalGuide has already occurred as part of the TotalGuide general availability release - RoxioNow's retail customers are supported through TotalGuide. In the future, Rovi expects to power RoxioNow's user experience with the same web services that power TotalGuide. Rovi believes this integration will result in accelerated uptake of premium content.

"Rovi and Sonic share a vision for the future of digital entertainment and how to deliver the best consumer experience possible," said Fred Amoroso, president and CEO of Rovi Corporation. "We believe Sonic has built an exciting portfolio that complements Rovi?s TotalGuide as well as our broad portfolio of solutions. Together, we believe the two companies will be able to address the expanding digital entertainment market with unique capabilities that will bring enhanced value to consumers."

"The digital entertainment sector is transforming at a faster rate than just a year or two ago and consumers are seeking new ways to discover and enjoy digital content, specifically premium content." said Dave Habiger, president and CEO of Sonic Solutions. "By joining forces with Rovi, we will provide the industry with a broad range of solutions that strengthens our customers? ability to compete as consumers? primary source for digital entertainment. For our Hollywood studio partners, eager to expand digital delivery, the larger footprint of our combined company enables them to market their content broadly."

The transaction is subject to customary closing conditions and regulatory approvals, as well as the valid tender of a majority of the outstanding shares of Sonic common stock in the exchange offer, on a fully-diluted basis. The exchange offer is expected to close during the first quarter of 2011.