MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANTMerger Agreement • February 15th, 2020
Contract Type FiledFebruary 15th, 2020Xperi Corporation, which we refer to as Xperi, and TiVo Corporation, which we refer to as TiVo, have entered into an Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020, as it may be further amended from time to time, which we refer to as the merger agreement. Pursuant to the terms of the merger agreement, Xperi and TiVo will each merge with wholly owned subsidiaries of a newly formed corporation, named XRAY-TWOLF HoldCo Corporation, which we refer to as HoldCo. As a result of such mergers, Xperi and TiVo will become subsidiaries of HoldCo. We believe the merger of equals will combine two industry leaders to create a global consumer and entertainment technology business and one of the industry’s largest intellectual property licensing platforms. We believe that the mergers will benefit both the Xperi stockholders and the TiVo stockholders and we ask for your support in voting for the merger proposals at our respective special m