Xperi Board Reaffirms Support for TiVo Deal After Unsolicited Bid Led by Its ex-CEO

Xperi, which announced an integration agreement with TiVo in December valued at $3 billion (see report, Dec. 20), rejected an unsolicited, nonbinding all-cash bid from Metis Ventures, Xperi said Sunday. Metis’ Friday letter to the Xperi board outlined a plan to acquire all equity of Xperi on a standalone basis for $23.30 a share cash. Xperi shares rose 25 percent Wednesday to $18.70 after its Q4 report. Metis managing partners include Tom Lacey, who retired as Xperi CEO in May 2017 and was succeeded by current CEO Jon Kirchner. After a review of the Metis proposal, the Xperi board unanimously decided that, based on terms and conditions, “as well as lack of information, it is unable to conclude at this time that Metis Ventures’ non-binding proposal is reasonably likely to lead to a Superior Proposal" vs. Xperi’s agreement with TiVo. Xperi expressed continued “support and enthusiasm” for the pending transaction with TiVo. The proposed Metis buy would offer Xperi liquidity “more certain and timely” than the pending TiVo transaction, Metis claimed. Under the definitive agreement with TiVo, due to close this quarter, Xperi shareholders would own about 46.5 percent of the combined business, and TiVo stockholders the rest.