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Information for Former Sonic Shareholders

Information for Former Sonic Shareholders


On February 17, 2011, Rovi Corporation, a Delaware corporation (“Rovi”), completed its acquisition of all of the outstanding shares of common stock, no par value per share (the “Shares”), of Sonic Solutions, a California corporation (“Sonic”), pursuant to an Agreement and Plan of Merger and Reorganization, dated as of December 22, 2010 (the “Merger Agreement”), by and among Rovi, Sparta Acquisition Sub, Inc., a California corporation and wholly-owned subsidiary of Rovi (“Purchaser”), and Sonic. The first step was a tender offer commenced on January 14, 2011 by Rovi and Purchaser to acquire all of the Shares, for consideration consisting of either $14.00 in cash, without interest (the “Cash Election”), or 0.2489 of a share of common stock, par value $0.001 per share, of Rovi (the “Stock Election), in each case, subject to adjustment for stock splits, stock dividends and similar events and proration. The tender offer expired at 12:00 midnight, Eastern time, on Friday, February 11, 2011. The exchange agent in the tender offer reported a final count of 43,133,220 shares tendered, reflecting approximately 84.2 percent of the shares outstanding as of the expiration time. The 42,661,871 shares tendered for which Stock Elections were made were subject to a fixed 45 percent cash/55 percent stock proration basis. As a result, Sonic shareholders who chose the Stock Election received, in exchange for each Sonic share tendered, $7.63 in cash plus 0.1132 of a share of Rovi common stock. The 471,349 shares tendered for which Cash Elections were made were not subject to proration and received $14.00 per share in cash.

In addition to the shares acquired by Purchaser pursuant to the tender offer, Rovi and Purchaser exercised a top-up option pursuant to the terms of the Merger Agreement to acquire 35,562,161 newly issued shares of Sonic common stock. On February 17, 2011, following the exercise of the top-up option, Purchaser owned more than 90% of the outstanding shares of Sonic and in accordance with the Merger Agreement and the “short-form” merger procedure available under California law, Purchaser filed a Certificate of Ownership and Merger with the Secretary of State of the State of California whereupon Purchaser was merged with and into Sonic (the “Merger”). In the Merger, each remaining share (other than those held by Rovi or Sonic or their respective subsidiaries, or holders who properly exercise dissenters’ rights) was converted into the right to receive $7.70 in cash, without interest, and 0.112 shares of Rovi common stock.

Please refer to the Amendment No. 3 to Schedule TOand the Current Report on Form 8-K, in each case, filed by Rovi with the Securities and Exchange Commission on February 18, 2011. In addition, Rovi filed a registration statement with the SEC on Form S-4, dated January 14, 2011, and amended on January 31, 2011 (file no. 333-171706), with the Securities and Exchange Commission relating to the shares of Rovi common stock to be issued to Sonic shareholders and holders of options, restricted stock units and warrants to purchase shares of common stock of Sonic in the tender offer and the Merger (the “Registration Statement”). The SEC declared the Registration Statement effective on February 10, 2010. All such documents can be found either on the SEC’s website or on Rovi’s website by following the link below:

http://www.snl.com/irweblinkx/docs.aspx?iid=4206196

Any questions regarding the whereabouts or timing of shares of Rovi stock or cash payable to former holders of Sonic common stock should be directed to your broker or to the transfer agent:

American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY 10038
Phone: (800) 937-5449
Fax: (718) 236-2641

Regarding tax, the exchange offer, the first merger and the second merger, taken together, are intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “code”). However, tax consequences may vary based on individual circumstances and each Sonic shareholder should read the discussion under “Material United States Federal Income Tax Consequences” in the proxy statement filed with the SEC and should consult its own tax advisor for a full understanding of the tax consequences of the offer and the mergers to such Sonic shareholder. A link to the proxy statement/final prospectus is here: http://www.sec.gov/Archives/edgar/data/1424454/000119312511032781/d424b3.htm. You can find the tax consequences discussion, and important qualifications thereof, beginning on page 63 thereof.


Additional information may be found on Internal Revenue Service Form 8937, Report of Organizational Actions Affecting Basis of Securities.

http://www.snl.com/irweblinkx/file.aspx?fid=1500038750&iid=4206196