According to the Complaint, it is allegedDefendants have violated Sections of the Exchange Act by causing a materially incomplete and misleading joint Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 (the “Proxy”) filed on Form S-4 with the SEC on June 6, 2016 and amended twice on July 8 and July 25, 2016. The Proxy recommends that TiVo stockholders vote in favor of approving a proposed transaction (the “Proposed Transaction”) whereby Rovi will acquire TiVo for $10.70 per share in cash and stock. Specifically, the Proxy contains materially incomplete and misleading information by failing to disclose the unlevered, after-tax free cash flow projections for TiVo and Rovi as used in each of the discounted cash flow (“DCF”) analyses performed by LionTree Advisors LLC (“LionTree”), the Company’s financial advisor, and Evercore Group L.L.C. (“Evercore”), Rovi’s financial advisor. Additionally, as it relates to LionTree and its affiliates and Evercore and its affiliates, the Proxy also fails to disclose the specific services rendered to Rovi by LionTree and Evercore during the preceding two years and the fees for such services rendered.
This case was voluntarily dismissed on August 24, 2016.