Rovi said it would acquire TiVo for about $1.1 billion, a tie-up that comes as consumers are increasingly changing how they watch videos.
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Rovi said it will pay $10.70 a share in cash and stock, which is a premium of about 40% over TiVo's closing price of $7.66 on March 23, the last trading day before media reports about talks on a deal.
The combined company, which will keep the TiVo name, will be led by Tom Carson, Rovi's chief executive.
Shares of Rovi climbed 6.6% to $18.49 in premarket trading as TiVo climbed 3.2% to $9.72.
"The combined capabilities of TiVo and Rovi place us in a tremendous position to extend services across platforms and to a customer base that includes traditional, over-the-top and emerging players across the globe, " Mr. Carson said.
Rovi makes technology used in electronic TV guides, DVRs and video-on-demand services, and TiVo sells set-top boxes for recording television programs and streaming from services.
Rovi will pay $2.75 a share in cash, or about $277 million, with the remainder, $7.95 a share, paid in shares of common stock of a new holding company that will own both Rovi and TiVo.
The number of shares to be issued to TiVo stockholders will be calculated based on Rovi's volume weighted average price, or VWAP, over the 15 trading days ending on the third trading day before the transaction close.
Rovi stockholders will own one share of the new holding company for each share of Rovi common stock owned as of the closing.
Stock component of the consideration is expected to be a tax-free exchange to TiVo stockholders.
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