Rovi and TiVo Receive Key Regulatory Clearance for Proposed Transaction

.bwalignc {text-align: center} .bwuline {text-decoration: underline} Rovi's acquisition of TiVo remains on schedule to close in the third quarter of 2016

SAN CARLOS, Calif. & SAN JOSE, Calif.--(BUSINESS WIRE)-- Rovi Corporation (NASDAQ: ROVI) and TiVo Inc. (NASDAQ: TIVO) today announced that the Federal Trade Commission and the Antitrust Division of the Department of Justice granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act relating to the proposed acquisition of TiVo by Rovi. The proposed transaction remains subject to other customary closing conditions, including the approval of Rovi and TiVo stockholders. Early termination of the waiting period is granted only if both the Antitrust Division of the Department of Justice and the Federal Trade Commission have completed their review and determined not to take any enforcement action. Both Rovi and TiVo continue to expect the transaction to close in the third quarter of calendar year 2016.

As announced on April 29, 2016, the new company will allow these two leading entertainment technology innovators to use their complementary products, services, and intellectual property assets to focus on the common mission of providing technology and innovations that address the changing media landscape.

We are delighted to reach the important milestone of obtaining clearance from the Federal Trade Commission and the Department of Justice, which brings us one step closer to joining forces with TiVo, said Tom Carson, CEO of Rovi. The combination of Rovi and TiVo brings together two industry powerhouses focused on ushering in the next wave of the consumer entertainment experience. Our complementary products, services, and innovative patented technologies will transform the media and entertainment landscape, further enabling our customers to build more profitable relationships with consumers.

We are very pleased to receive the approval of the Federal Trade Commission and Department of Justice, said Naveen Chopra, interim CEO and CFO of TiVo. Moreover, we continue to see tremendous opportunity for the combination of TiVo and Rovi. Together we possess key product, technology, and service capabilities to redefine television. We look forward to utilizing these assets for the benefit of both our customers and stockholders as soon as the transaction is completed.

About Rovi

Rovi Corporation (NASDAQ: ROVI) is creating personalized and data-driven ways for viewers to discover the right entertainment and for providers to discover the right audiences. Chosen by top brands in entertainment content, services, and devices, Rovi touches the lives of hundreds of millions of consumers by providing comprehensive solutions, customizable products, and technology licensing to make discovery simple, seamless, and personal. With more than 5,000 issued or pending patents worldwide, Rovi is advancing entertainment and audience discovery. Learn more at www.rovicorp.com or follow us on Twitter @rovicorp.

About TiVo

TiVo Inc. (NASDAQ: TIVO) is a global leader in next-generation television services. With global headquarters in San Jose, CA, and offices in New York, NY; Durham, NC; and Warsaw, Poland, TiVos innovative cloud-based Software-as-a-Service solutions enable viewers to consume content across multiple screens in and out of the home. The TiVo solution provides an all-in-one approach for navigating the content chaos by seamlessly combining live, recorded, on-demand and over-the-top television into one intuitive user interface with simple universal search, discovery, viewing, and recording from a variety of devices, creating the ultimate viewing experience. TiVo products and services are available at retail or through a growing number of pay-TV operators worldwide. TiVos multiple subsidiary companies provide the broader television industry and consumer electronics manufacturers with set-top box, cloud-based video discovery and recommendation options, interactive advertising solutions, and audience research and measurement services. More information at: www.TiVo.com.

Forward-Looking Statements

This communication contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the proposed acquisition of TiVo and expected transaction timing. A number of factors could cause Rovi's and TiVo's actual results to differ from anticipated results expressed in such forward-looking statements. Such factors include, among others, 1) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; 2) the satisfaction of the closing conditions to the transaction, including the approval of the transaction by Rovi's and TiVo's stockholders; and 3) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Rovi and TiVo. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in Rovi's Annual Report on Form 10-K for the period ended December 31, 2015 and Rovi's Quarterly Report on Form 10-Q for the period ended March 31, 2016, TiVo's Annual Report on Form 10-K for the period ended January 31, 2016 and TiVo's Quarterly Report on Form 10-Q for the period ended April 30, 2016, and other securities filings which are on file with the Securities and Exchange Commission (available at www.sec.gov). Neither company assumes any obligation to update any forward-looking statements except as required by law.

ADDITIONAL INFORMATION ABOUT THE PROPOSED

LINK:	http://ir.tivo.com/file/Index?KeyFile=35036268...
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