According to the Complaint, Tivo Corporation provides an intellectual property portfolio and products to help consumers watch entertainment. The Company’s products include movies, videos, and shows from across live TV,
on demand, streaming services, and apps.

This action stems from a proposed transaction announced on December 19, 2019, pursuant to which TiVo Corporation will be acquired by Xperi Corporation.

On December 18, 2019, TiVo’s Board of Directors caused the Company to enter into an agreement and plan of merger with Xperi. Pursuant to the terms of the Merger Agreement, shareholders of TiVo will receive 0.455 shares of XRAY-TWOLF HoldCo Corporation common stock.

On February 18, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.