Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in Item 8.01 is incorporated by reference herein.
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Item 8.01. Other Events.
Effective June 1, 2020, Xperi Corporation ("Xperi") and TiVo Corporation
("TiVo") completed the previously announced merger of equals transaction
contemplated by the Agreement and Plan of Merger and Reorganization, dated as of
December 18, 2019, as amended on January 31, 2020, (the "Merger Agreement"), by
and among Xperi, TiVo, Xperi Holding Corporation (f/k/a XRAY-TWOLF HoldCo
Corporation) ("Xperi Holding"), XRAY Merger Sub Corporation ("Xperi Merger Sub")
and TWOLF Merger Sub Corporation ("TiVo Merger Sub"). Pursuant to the Merger
Agreement, (i) Xperi Merger Sub was merged with and into Xperi, with Xperi
surviving the merger as a subsidiary of Xperi Holding (the "Xperi Merger") and
(ii) TiVo Merger Sub was merged with and into TiVo, with TiVo surviving the
merger as a subsidiary of Xperi Holding (the "TiVo Merger" and together with the
Xperi Merger, the "Mergers"). Upon the consummation of the Mergers, each of
Xperi and TiVo became subsidiaries of Xperi Holding.
Upon completion of the Xperi Merger, each share of common stock, par value
$0.001 per share, of Xperi (the "Xperi Common Stock") (excluding any shares of
Xperi Common Stock that were held in treasury immediately prior to the effective
time of the Xperi Merger, which were automatically canceled and retired for no
consideration) was converted into the right to receive one fully paid and
non-assessable share of common stock, par value $0.001 per share, of Xperi
Holding (the "Xperi Holding Common Stock"). Upon completion of the TiVo Merger,
(i) each share of common stock, par value $0.001 per share, of TiVo (the "TiVo
Common Stock") (excluding any shares of TiVo Common Stock that were held in
treasury immediately prior to the effective time of the TiVo Merger, which were
automatically canceled and retired for no consideration) was converted into the
right to receive 0.455 fully paid and non-assessable shares of Xperi Holding
Common Stock, in addition to cash in lieu of any fractional shares of Xperi
Holding Common Stock.
As provided in the Merger Agreement, at the effective time of the Mergers,
(i) all options, restricted shares, restricted stock unit awards and other
equity awards relating to shares of Xperi Common Stock outstanding immediately
prior to the effective time of the Mergers were generally automatically
converted into options, restricted shares, restricted stock unit awards and
other equity awards, respectively, relating to shares of Xperi Holding Common
Stock after giving effect to appropriate adjustments to reflect the Mergers and
otherwise generally
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on the same terms and conditions as applied under the applicable plans and award
agreements immediately prior to the effective time of the Mergers, and (ii) all
options, restricted shares, restricted stock unit awards and other equity awards
relating to shares of TiVo Common Stock that were outstanding immediately prior
to the effective time of the Mergers were generally automatically converted into
options, restricted stock unit awards, restricted shares and other equity
awards, respectively, relating to shares of Xperi Holding Common Stock after
giving effect to appropriate adjustments to reflect the Mergers and otherwise
generally on the same terms and conditions as applied under the applicable plans
and award agreements immediately prior to the effective time of the Mergers.
The issuance of shares of Xperi Holding Common Stock in connection with the
Mergers, as described above, was registered under the Securities Act of 1933, as
amended, pursuant to a registration statement on Form S-4 (File No. 333-236492),
filed by Xperi Holding with the Securities and Exchange Commission (the "SEC")
and declared effective on April 22, 2020. The joint proxy statement/prospectus
of Xperi Holding, Xperi and TiVo (the "Joint Proxy Statement/Prospectus")
included in the registration statement contains additional information about the
Mergers and the related transactions. The description of Xperi Holding Common
Stock set forth in the Joint Proxy Statement/Prospectus is incorporated herein
by reference. Additional information about the Mergers is also contained in
Current Reports on Form 8-K filed by Xperi on December 24, 2019, January 7,
2020, February 4, 2020, February 18, 2020 (containing Item 5.02), February 24,
2020 and March 17, 2020, May 4, 2020, May 20, 2020 and May 29, 2020, and Current
Reports on Form 8-K filed by TiVo on December 24, 2019, January 8, 2020,
February 4, 2020, May 4, 2020, May 20, 2020 and May 29, 2020, and incorporated
by reference into the Joint Proxy Statement/Prospectus.
The description of the Merger Agreement contained herein does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
a copy of which is filed as Exhibit 2.1 and 2.2 hereto and is incorporated
herein by reference. This summary is not intended to modify or supplement any
factual disclosures about Xperi, TiVo or Xperi Holding, and should not be relied
upon as disclosure about Xperi, TiVo or Xperi Holding without consideration of
the periodic and current reports and statements that Xperi, TiVo or Xperi
Holding file with the SEC. The terms of the Merger Agreement govern the
contractual rights and relationships, and allocate risks, among the parties in
relation to the transactions contemplated by the Merger Agreement. In
particular, the representations and warranties made by the parties to each other
in the Merger Agreement reflect negotiations between, and are solely for the
benefit of, the parties thereto and may be limited or modified by a variety of
factors, including: subsequent events, information included in public filings,
disclosures made during negotiations, correspondence between the parties and
disclosure schedules to the Merger Agreement. Accordingly, the representations
and warranties may not describe the actual state of affairs at the date they
were made or at any other time and you should not rely on them as statements of
fact.
Prior to the TiVo Merger, shares of TiVo Common Stock were registered pursuant
to Section 12(b) of the Securities Exchange Act of 1934, as amended and listed
on the Nasdaq Stock Market ("Nasdaq"). As a result of the TiVo Merger, on
June 1, 2020, TiVo requested that Nasdaq withdraw the shares of TiVo Common
Stock from listing on Nasdaq and file a Form 25 with the SEC to report that the
shares of TiVo Common Stock are no longer listed on Nasdaq. The shares of TiVo
Common Stock are anticipated to be suspended from trading on Nasdaq prior to the
open of trading on June 2, 2020.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger and Reorganization, dated as of
December 18, 2019, by and among Xperi, TiVo, Xperi Holding, Xperi
Merger Sub and TiVo Merger Sub (incorporated by reference to Exhibit
2.1 to TiVo's Current Report on Form 8-K filed with the SEC on
December 24, 2019).
2.2 Amendment No. 1 to the Agreement and Plan of Merger and
Reorganization, dated as of January 31, 2020, by and among Xperi,
TiVo, Xperi Holding, Xperi Merger Sub and TiVo Merger Sub
(incorporated by reference to Exhibit 2.1 to TiVo's Current Report
on Form 8-K filed with the SEC on February 4, 2020).
104 Cover Page Interactive Data File (embedded within Inline XBRL
document)
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