Filed by: Rovi Corporation

pursuant to Rule 425

under the Securities Act of 1933, as amended, and

deemed filed pursuant to Rule 14d-2

under the Securities Exchange Act of 1934, as amended

Subject Company: Sonic Solutions

Commission File No. 000-23190

On January 19, 2010, Rovi Corporation will present the information on the following slides, and accompanying GAAP reconciliation, to prospective lenders in connection with its previously announced efforts to seek debt financing.

Copyright ®

2011 Rovi Corporation.

Safe Harbor Statement

All

statements

contained

herein,

as

well

as

oral

statements

that

may

be

made

by

the

Company

or

by

officers,

directors or employees of the Company acting on the Company’s behalf, that are not statements of historical fact,

including but not limited to any description of the Company’s or its management’s future plans, objectives, or goals,

constitute “forward-looking statements”

and are made pursuant to the Safe-Harbour provisions of the Private

Securities Litigation Reform Act of 1995.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause

the actual results of the Company to be materially different from the historical results and/or from any future results or

outcomes expressed or implied by such forward-looking statements. Such factors include, among others, the

Company’s estimates of future revenues, earnings and growth rates, business strategies, the Company’s

assumptions

and

estimates

relating

to

guide

advertising,

the

Company’

ability

to

pay

down

its

debt,

whether

markets

materialize as anticipated and customer demand for the Company’s technologies and integrated offerings. Such

factors

also

include

the

expected

timetable

and

structure

of

the

transaction

between

the

Company

and

Sonic

Solutions, the transaction’s anticipated strategic and financial benefits; and the potential impacts of the transaction on

both the Company’s and Sonic’s organizations. The statements made by the Company in this document are based

upon current expectations and are subject to certain risks and uncertainties that could cause actual results to differ

materially from those described in the forward-looking statements. These risks and uncertainties include the

satisfaction of closing conditions for the acquisition, including clearance under the Hart-Scott-Rodino Antitrust

Improvements

Act

and

the

tender

of

a

majority

of

the

outstanding

shares

of

common

stock

of

Sonic

Solutions;

market

conditions;

the

effect

of

the

announcement

of

the

transaction

on

the

Company’s

and

Sonic’s

respective

businesses;

the

impact

of

any

failure

to

complete

the

exchange

offer

and

the

merger;

the

risk

that

the

Company

will

not

realize

the

anticipated

benefits

of

the

acquisition;

the

potential

inability

to

successfully

operate

or

integrate

Sonic’s

business

and

expand

product

offerings

as

a

result

thereof;

general

industry

and

economic

conditions;

and

other

factors

beyond

the

companies’

control.

Such

factors

are

further

addressed

in

the

Company’s

Report

on

Form

10-Q

for

the

period

ended September 30, 2010 and other documents as are filed with the Securities and Exchange Commission from

time to time (available at www.sec.gov). The Company assumes no obligation, except as required by law, to update

any forward-looking statements in order to reflect events or circumstances that may arise after the date of this

presentation.

Copyright ®

2011 Rovi

Corporation.

Non GAAP Information “Adjusted”

for Sonic

Rovi

is

providing

non-GAAP

Adjusted

Pro

Forma

(APF)

financial

information

which

includes,

on

a

pro

forma

basis,

the

results

of

Sonic

Solutions

(“Sonic”)

and

which

are

non-GAAP

pro

forma

financial

measures.

The

Company

is

providing

APF

financial

information

to

assist

investors

in

assessing

its

current

and

future

operations

in

the

way

that

its

management

will

evaluate

those

operations.

APF

financial

information,

including

APF

Revenue

and

APF

Adjusted

EBITDA,

are

supplemental

measures

of

the

Company’s

performance

that

are

not

required

by,

and

are

not

presented

in

accordance

with,

GAAP.

The

APF

information

does

not

substitute

for

any

performance

measure

derived

in

accordance

with

GAAP,

including,

but

not

limited

to

pro

forma

information

presented

in

accordance

with

Regulation

S-X.

APF

financial

information

assumes

the

business

combination

between

Rovi

and

Sonic

occurred

on

January

1,

2009.

APF

financial

information

also

assumes

that

the

acquisition

of

DivX

by

Sonic

occurred

on

January

1,

2009.

APF

Adjusted

EBITDA

is

defined

as

pro

forma

operating

income

from

continuing

operations

adding

back

non-cash

items

(such

as

equity-based

compensation,

depreciation,

amortization,

and

asset

impairment

charges)

and

items

required

to

be

recorded

under

GAAP

that

impact

comparability,

but

that

the

Company

believes

are

not

indicative

of

its

core

operating

results

(such

as

transaction,

transition,

integration

and

restructuring

costs;

court

awarded

fees;

and

expenses

related

to

certain

Gemstar

pre-acquisition

matters

in

excess

of

reserves

established

in

purchase

accounting.)

Annualized

APF

Adjusted

EBITDA

for

2010

assumes

$32.6

million

in

anticipated

annual

synergies.

Pro

Forma

Cash

and

Investments

and

Debt

balances

as

of

September

30,

2010

are

presented

on

a

pro

forma

basis

giving

effect

to

the

business

combination

between

Rovi

and

Sonic

and

the

issuance

of

the

$600.0

million

in

term

loans

contemplated

herein,

but

do

not

give

effect

to

Rovi’s

use

of

$169.0

million

in

cash

to

repurchase

approximately

$78.6

million

par

value

of

its

2.625%

convertible

senior

notes

due

in

2011

subsequent

to

September

30,

2010.

Unaudited

Pro

Forma

Condensed

Combined

Financial

Statements

for

the

business

combination

between

Rovi

and

Sonic

can

be

found

in

Rovi’s

Form

S-4

filed

on

January

14,

2010.

A

reconciliation

of

Annualized

APF

Adjusted

EBITDA

for

2010

to

GAAP

basis

pro forma

information

is

provided

below.

Copyright ®

2011 Rovi Corporation.

Additional Information and Where to Find It

This presentation is neither an offer to purchase nor a solicitation of an offer to sell shares of Sonic Solutions. Rovi has filed

a registration statement on Form S-4 (containing a prospectus/offer to purchase and certain other offer documents) and a

tender offer statement on Schedule TO with the SEC and Sonic Solutions has filed a solicitation/recommendation statement

on Schedule 14D-9, all with respect to the Offer and the Merger (as defined in those documents).  Sonic Solutions

shareholders are urged to read Rovi’s prospectus/offer to purchase and the other offer documents contained in the

registration statement, and Sonic Solutions's solicitation/recommendation statement, because they contain important

information that shareholders should consider before making any decision regarding tendering their shares.  The registration

statement (including the prospectus/offer to purchase and the other offer documents contained therein), the tender offer

statement and the solicitation/recommendation statement contain important information, which should be read carefully

before any decision is made with respect to the Offer.  The registration statement (including the prospectus/offer to purchase

and certain other offer documents contained therein), as well as

the tender offer statement and the

solicitation/recommendation statement, are available to all shareholders of Sonic Solutions at no expense to them.  The

registration statement (including the prospectus/offer to purchase and other offer documents), the tender offer statement and

the solicitation/recommendation statement are available for free

at the SEC's web site at www.sec.gov.  Free copies of the

prospectus/offer to purchase (and other offer documents) are also available from Rovi by mail to Rovi Corporation, 2830 De

La Cruz Blvd, Santa Clara, CA 95050, attention: Investor Relations, and free copies of the solicitation/recommendation

statement are available from Sonic Solutions by mail to Sonic Solutions, 7250 Redwood Blvd., Suite 300 Novato, CA 94945,

attention: Investor Relations.  In addition, the prospectus/offer to purchase (and other offer documents) may also be obtained

free of charge by directing a request to the Information Agent for the offer, Phoenix Advisory Partners, 110 Wall Street, 27th

floor, New York, NY 10005 (banks and brokers call (212) 493-3910; all others call toll free: (800) 576-4314).  American Stock

Transfer & Trust Company, LLC is acting as depositary for the tender offer.

In addition to the foregoing materials filed with the SEC, Rovi and Sonic Solutions file annual, quarterly and special reports,

proxy statements and other information with the SEC.  Investors may read and copy any reports, statements or other

information filed by Rovi or Sonic Solutions at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. 

Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.  Rovi’s and Sonic Solutions’s

filings with the SEC are also available to the public from commercial document-retrieval services and at the website

maintained by the SEC at www.sec.gov.

Copyright ®

2011 Rovi Corporation.

Interests of Certain Persons in the Offer

and the Merger

Rovi

will

be,

and

certain

other

persons

may

be,

soliciting

Sonic

Solutions

shareholders

to

tender

their

shares

into

the

exchange

offer.

The

directors

and

executive

officers

of

Rovi

and

the

directors

and

executive

officers

of

Sonic

Solutions

may

be

deemed

to

be

participants

in

Rovi’s

solicitation

of

Sonic

Solutions’s

shareholders

to

tender

their

shares

into

the

exchange

offer.

Investors

and

shareholders

may

obtain

more

detailed

information

regarding

the

names,

affiliations

and

interests

of

the

directors

and

officers

of

Rovi

and

Sonic

Solutions

in

the

exchange

offer

by

reading

the

prospectus/offer

to

purchase

and

certain

other

offer

documents,

as

well

as

the

solicitation/recommendation

statement.

Copyright ®

2009 Rovi Corporation.

GAAP basis pro forma to

Annualized APF Adjusted EBITDA Reconciliation –

2010

Adjusted Pro Forma Rovi Corporation

Nine Months Ended September 30, 2010

(in thousands)

Nine Month

Pro Forma

Combined

GAAP Pro Forma Operating Income (loss)

$    42,589

Equity-based compensation

       36,195

Court awarded fees & legal settlement

       28,484

Restructuring and impairment charges

                5

Amortization

       90,810

Depreciation

       15,740

APF Adjusted EBITDA

$  213,823

Annualized APF Adjusted EBITDA

     285,097

Expected Annual Synergies

       32,591

Annualized APF Adjusted EBITDA with Synergies

$  317,688

Additional Information and Where to Find It

This presentation is neither an offer to purchase nor a solicitation of an offer to sell shares of Sonic Solutions. Rovi has filed a registration statement on Form S-4 (containing a prospectus/offer to purchase and certain other offer documents) and a tender offer statement on Schedule TO with the SEC and Sonic Solutions has filed a solicitation/recommendation statement on Schedule 14D-9, all with respect to the Offer and the Merger (as defined in those documents). Sonic Solutions shareholders are urged to read Rovi’s prospectus/offer to purchase and the other offer documents contained in the registration statement, and Sonic Solutions’s solicitation/recommendation statement, because they contain important information that shareholders should consider before making any decision regarding tendering their shares. The registration statement (including the prospectus/offer to purchase and the other offer documents contained therein), the tender offer statement and the solicitation/recommendation statement contain important information, which should be read carefully before any decision is made with respect to the Offer. The registration statement (including the prospectus/offer to purchase and certain other offer documents contained therein), as well as the tender offer statement and the solicitation/recommendation statement, are available to all shareholders of Sonic Solutions at no expense to them. The registration statement (including the prospectus/offer to purchase and other offer documents), the tender offer statement and the solicitation/recommendation statement are available for free at the SEC’s web site at www.sec.gov. Free copies of the prospectus/offer to purchase (and other offer documents) are also available from Rovi by mail to Rovi Corporation, 2830 De La Cruz Blvd, Santa Clara, CA 95050, attention: Investor Relations, and free copies of the solicitation/recommendation statement are available from Sonic Solutions by mail to Sonic Solutions, 7250 Redwood Blvd., Suite 300 Novato, CA 94945 , attention: Investor Relations. In addition, the prospectus/offer to purchase (and other offer documents) may also be obtained free of charge by directing a request to the Information Agent for the offer, Phoenix Advisory Partners, 110 Wall Street, 27th floor, New York, NY 10005 (banks and brokers call (212) 493-3910; all others call toll free: (800) 576-4314). American Stock Transfer & Trust Company, LLC is acting as depositary for the tender offer.

In addition to the foregoing materials filed with the SEC, Rovi and Sonic Solutions file annual, quarterly and special reports, proxy statements and other information with the SEC. Investors may read and copy any reports, statements or other information filed by Rovi or Sonic Solutions at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Rovi’s and Sonic Solutions’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Interests of Certain Persons in the Offer and the Merger

Rovi will be, and certain other persons may be, soliciting Sonic Solutions shareholders to tender their shares into the exchange offer. The directors and executive officers of Rovi and the directors and executive officers of Sonic Solutions may be deemed to be participants in Rovi’s solicitation of Sonic Solutions’s shareholders to tender their shares into the exchange offer.

Investors and shareholders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of Rovi and Sonic Solutions in the exchange offer by reading the prospectus/offer to purchase and certain other offer documents, as well as the solicitation/recommendation statement.

Forward Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include the expected timetable and structure of the transaction between Rovi Corporation and Sonic Solutions, the transaction’s anticipated strategic and financial benefits; and the potential impacts of the transaction on both Rovi’s and Sonic’s organizations. The statements made by Rovi and Sonic in this document are based upon current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include the satisfaction of closing conditions for the acquisition, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act and the tender of a majority of the outstanding shares of common stock of Sonic Solutions; market conditions; the effect of the announcement of the transaction on Rovi’s and Sonic’s respective businesses; the impact of any failure to complete the exchange offer and the merger; the risk that Rovi will not realize the anticipated benefits of the acquisition; the potential inability to successfully operate or integrate Sonic’s business and expand product offerings as a result thereof; general industry and economic conditions; and other factors beyond the companies’ control and the risk factors and other cautionary statements described in Rovi’s and Sonic’s filings with the SEC. Such factors are further addressed in Rovi’s and Sonic Solution’s most recent reports on Form 10-Q for the period ended September 30, 2010 and such other documents as are filed by Rovi or Sonic with the Securities and Exchange Commission from time to time (available at www.sec.gov). Neither Rovi nor Sonic Solutions assume any obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this document, except as required by law.