Rovi announced Friday that it has agreed to acquire TiVo for $10.70 per share in cash and stock for total consideration of about $1.1 billion.
Broken down further, Rovi will pay $2.75 per share in cash, or $277 million, with the remaining $7.95 per share to be paid in shares of common stock of a new holding company that will own both Rovi and TiVo. They said the offer represents a premium of 40% over TiVo’s closing price of $7.66 on March 23, 2016, the last trading day prior to rumors about a possible deal.
They said the combined company will will be led by current Rovi CEO Tom Carson and that it will adopt the TiVo brand as the new company name. They anticipate that the deal will result in $100 million in annual cost synergies (with 65% of them to be recognized in the first 12 months), and that they will be accretive to Rovi’s non-GAAP earnings per share within the first 12 months. On a pro forma basis for the 12 months ended Dec. 31, 2016, the combined company is estimated to have more than $800 million in revenue, after purchase accounting adjustments, they said. They said the combined company will have a combined enterprise value of $3 billion.
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