Sonic Solutions announced the acquisition of DivX in a cash and stock deal worth $323 million:
Sonic Solutions® (NASDAQ:SNIC) and DivX, Inc. (NASDAQ: DIVX) today jointly announced that they have signed a definitive merger agreement for Sonic Solutions to acquire DivX, Inc., a leading digital media company, based in San Diego, California. Under the terms of the agreement, approved by the boards of directors of both companies, Sonic would acquire all the outstanding shares of DivX and merge DivX operations into those of Sonic. DivX stockholders would receive a combination of cash and stock equal to $3.75 in cash and 0.514 shares of Sonic common stock for each share of DivX they hold. The acquisition, which is expected to close in September 2010, is subject to approval of the shareholders of both companies as well as applicable regulatory approvals and customary closing conditions.
For more than 20 years, Sonic has been the leader in developing technologies for the preparation and delivery of entertainment content in popular formats — CD, DVD, Blu-ray Disc and most recently Internet delivery of video. The acquisition of DivX is expected to advance Sonic's mission to deliver technology that makes it easy and convenient for retailers, online services, Hollywood studios, and manufacturers of CE and mobile devices to distribute premium digital video content over the Internet. DivX is expected to enable Sonic to deepen and broaden the technology it offers for Internet-based video delivery and expand its relationships with leading retailers and consumer electronics manufacturers.
DivX is a leading digital media company that enables consumers to enjoy a high-quality video experience across any kind of device. The DivX brand is recognized worldwide and supported by a community of millions of consumers. DivX technology — encoders for formatting video, decoders for playback, and digital rights management (DRM) for content protection — resides on over 300 million devices shipped into the global market from all major CE manufacturers including over 8,500 models of digital televisions, DVD and Blu-ray Disc players, and over 80 different mobile handsets. In addition, the DivX web properties enjoy more than 12 million unique visits each month.
Sonic believes that the acquisition of DivX will provide a number of key benefits:
* The acquisition is expected to be accretive to Sonic's shareholders, potentially doubling fiscal year 2012 earnings per share on a non-GAAP basis.
* The DivX technologies are expected to give Sonic a more extensive solution for Internet video delivery including the dominant tools for content preparation in "the cloud," video playback, and Hollywood-approved DRM.
* DivX is expected to provide leverage to Sonic's strategy of consumer electronics deployment – the DivX player and DRM is deployed in products from more than 150 different CE manufacturers worldwide on millions of devices.
* The DivX brand is known worldwide as an indicator of compatibility, quality, and ease of use.
Overall, the combination of DivX technology, capabilities, and market position is expected to advance Sonic's mission: to make publishing, delivery, and enjoyment of movies over the Internet as easy and widespread as DVD delivery is today.
"Our studio, storefront, and consumer electronics partners agree: they want a clear and efficient path to deliver premium content to their customers," said Dave Habiger, president and CEO of Sonic Solutions. "The combination of Sonic and DivX promises to be the foremost provider of platforms, tools, and technologies for the efficient delivery of premium video entertainment to virtually any type of consumer electronics device. We expect DivX's deep technology and broad deployment in the CE and mobile areas to give us significant leverage as we expand and enhance our RoxioNow premium entertainment platform."
"Sonic and DivX are both market leaders in digital media and share similar visions about a better media future for consumers," stated Kevin Hell, CEO of DivX. "We also share similar cultures and both recognize the tremendous market opportunity that lies ahead for Internet video services. By combining our products, technologies, partnerships, and talented employees, we immediately create a complete end-to-end delivery platform for digital media, with expanded reach and capacity, at a perfect time to capitalize on the market's rapid development. With the acquisition of DivX, Sonic should be extremely well positioned to serve existing customers, attract new partners, and increase our market presence and potential."
The current Sonic management team (including Dave Habiger, Clay Leighton, Paul Norris, Mark Ely, and Matt DiMaria) will lead the combined company, augmented with key managers and executives from DivX. Kevin Hell, DivX's chief executive officer, Dan Halvorson, DivX's chief financial officer and executive vice president, operations, and David Richter, DivX's executive vice president, business & legal affairs and general counsel, will be cooperating closely with the Sonic team to close the transaction and integrate the companies, but will not continue in the combined company in their current positions. Following completion of the merger, DivX stockholders will own approximately 35% of the combined company's capital stock. Sonic expects to add two members of the DivX board of directors, to be named later, to its board at the closing of the transaction.
Oppenheimer & Co. is acting as DivX's exclusive financial advisor in the transaction.