425 1 d425.htm FILED PURSUANT TO RULE 425 Filed Pursuant to Rule 425
Copyright ®
2010 Rovi
Corporation. Company Confidential.
Rovi
Corporate Overview
An Introduction for Sonic Employees
Corey Ferengul
EVP Product Management & Marketing
January 2011
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

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Safe Harbor Statement
All
statements
contained
herein,
as
well
as
oral
statements
that
may
be
made
by
Rovi
Corporation
(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-Harbor
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 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.
Page 2

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 3
Page 3
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 ®
2009 Rovi
Corporation. Company Confidential.
Page 4
Page 4
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. Company Confidential.
Page 5
About Rovi
Stock
Ticker:
ROVI
2010
Revenue:
Estimated
$538-542M*
Global Issued and Pending Patents:
4,700
Employees
Worldwide:
1,200+
Headquarters:
Santa
Clara,
CA
Offices:
San
Francisco,
Burbank,
Tulsa, Radnor, Ann Arbor,
New
York,
Bedford,
London,
Maidenhead, Luxembourg, Tokyo,
Seoul, Hong Kong, Hsinchu
Acquisitions:
MediaUnbound,
Muze,
Gemstar-TV Guide, All Media Guide,
BD+
Target key verticals
Consumer Electronics, Service
Providers, Advertising, Portals
and Studios/Entertainment
*Per Rovi
press release issued 12/22/2010

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 6
•
Who we were   
-
Copy
protection
licensed
to
studios,
games
publishers
&
hardware
vendors
-
License management and installation software sold to ISV’s and enterprises
•
Who we have become
-
A leading
digital
media
technology
solutions
provider:
Products,
services,
metadata
&
patent
•
Major activities on our transformation
-
Acquired key digital media technology assets
-
Completed divestitures of non-core assets
-
Fully integrated all companies
Our Transformation
Mediabolic
acquisition;
yields Connected Platform
AMG
acquisition;
yields
Music, Movies and Games
metadata plus Media
Recognition technology
Gemstar-
TV Guide
acquisition
Sale
of
Software
&
Games Protection
businesses
Sale
of
TV
Guide
Magazine
Sale
of
TV
Guide
Network &
TV
Guide Online
Sale
of
TVG
Network
1/1/07
12/31/08
9/30/08
6/30/08
3/31/08
12/31/07
9/30/07
6/30/07
3/31/07
Sale
of
eMeta
Muze
acquisition
3/31/09
Rovi
Rebranding
6/30/09
Exit
Guideworks
JV
Sale
of
Norpak
MediaUnbound
Acquisition
recommendations
9/15/10
2/1/10
Restructure
IPG JV

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 7
Powering Digital Entertainment
Approximately 124 million viewers use our
guide technologies
Data on 3 million+ programs since 1954
Data on 2 million album releases and 20
million tracks
Data on 460,000+ movie titles
Protection on 9 billion+ DVDs and
Blu-ray discs
500 million+ devices enabled with protection
technologies
163 million+ CE devices with CE-IPG
technologies.
7 million+ CE devices using content
networking technologies
IPG advertising technology active in over 70
million homes worldwide
Rovi
represents advertising in up to 15.8M
US homes

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 8
Entertainment
8
Rovi
Markets and Customer Highlights
Consumer
Electronics
Service
Providers
Advertising
Retailers/
Portals

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 9
Page 9
The Rovi
Vision
Connecting
customers to
‘entertainment moments’
Enriching
the experience with
insight and information
Powering
the discovery and
enjoyment of digital entertainment
Enabling
consumers to share
content
Empowering
our customers to
connect with their customers
To power the discovery
and enjoyment of digital
entertainment

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Rovi
Key to The Ecosystem
Page 10

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 11
Rovi Leading The Way
Substantial user interface development team
targeting next generation user experiences
Active research program to identify consumer
behavior with digital media
Local, geographic-based data operations
generate metadata for TV, music and movies
Operating geographically distributed
infrastructure to support metadata, media
search and recommendations as web
services
Innovative advertising network and platform
on connected and non-connected CE devices

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Rovi
Offerings
Protect
Content
protection
solutions for
digital content:
BD+, RipGuard,
CopyBlock
ACP
Promote
Targeted, in-
guide ad
platform –
engages with a
Targeted
audience that’s
ready to interact
with your ad
Guide
Customized
guidance
and interfaces:
TotalGuide,
Guide+,
G-Guide,
Passport
Guide and more
Connect
Products and
services to
connect devices
throughout the
home:
Connected
Platform,
Software Update
Service
Insight
World-class
entertainment
metadata,
including:
Music Data,
Movie Data,
Games Data,
Books Data,
Lasso Media
Recognition
Advertising
Rovi
IPG
advertising
technology is
active in over
67 million
homes
worldwide,
including 31
million homes
in North
America
Page 12

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 13
Connect
•Connected Platform
•Software Update Service
Rovi
Products & Solutions
Rovi
products connect devices and connect consumers to the
entertainment they love.
Guide
•TotalGuide
for CE
•TotalGuide
for SP
•TV Guide OnScreen
•Guide +
Protect
•BD+ Blu
Ray protection
•RipGuard
•CopyBlock
•ACP (VOD & DVD)
Enhance
•Data Access  •Search   •Recommendations   •Profile  •Media Recognition  •Advertising
•Passport Guide
•Passport Guide DVR
•G-Guide
•i-Guide
Insight
•TV Data   •Movie Data   •Music Data   •Games Data   •Book Data

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 14
Rovi
metadata around the world
North America
Latin America
EMEA
APAC
16,000 sources of video content in North America, 660 European TV
channels, 450 Latin American TV channels, and 500 Asian TV channels
Movies from 160 countries
Music from 180 countries

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 15
Front-and-center ad placement enables advertisers to instantly engage
millions of TV viewers
•
57% of TV viewers are exposed to ads in the guide daily*
•
Flexible and interactive ad platform accommodates video, graphics and/or
text-based campaigns
Benefits for advertisers: Broad reach and high frequency vehicle; influences
tune-in and increases brand awareness while reaching highly engaged
audiences
Benefits for consumers: Unique and interactive ad platform lets consumers
select and enjoy content that’s most relevant to them
Rovi
Solutions for Advertisers
*Source: Rovi
Proprietary Data, May 2009
Advertising with Rovi
Deliver your ad to the right audience in the right
environment at the right time.

Rovi
Organization
back

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 17
Rovi
Executive Team
Rovi
has a functional organization structure
•
Accounting, Finance, Tax, Treasury, Investor Relations, IT, Facilities
•
Corporate Legal, Commercial Legal, Litigation
•
Employees, Benefits, Compensation, Recruiting, Community Relations
•
Corporate Development, Mergers & Acquisitions
•
Sales, Prof Svcs, Support, Ops, Intellectual Property (Patent Prosecution, Licensing, Litigation)
•
Prod Mgmt, Pricing, Product Mktg, Corporate Marketing/Brand, PR, Web, Biz Dev
•
Development/Matching/Delivery of all Rovi
Data (TV, Movie, Music, etc.)
•
Engineering, Program Management

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 18
Rovi
Verticals
Consumer Electronics (CE)
Service Provider (SP)
Entertainment
Advertising
Portals
Sales, Product Mgmt, Product Mktg & Development teams are
generally organized by the following verticals:

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 19
One Final Reminder…
While Rovi
& Sonic continue actively planning for the
integration of the companies during this pre-closing
period, it is important that:
The companies operate as two separate and independent
companies until the close of the transaction
The transfer of competitively sensitive information must take
place only in the context of integration planning, with access
given to only a limited number of cleared employees

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Page 20
We understand the dynamic changes in the
industry
We can help our customers put all the pieces in
place
We listen to our customers and provide solutions
with a flexible approach
We make it easier for our customers to connect
with end consumers and to help them discover an
exciting world of digital entertainment
•
With our solutions, our customers can deliver
more of what consumers want, in the way they
want it
•
The easier our customers make it for
consumers, the more they’ll want to buy their
devices and services
Summary
Rovi
has the technologies, professional services and forward-
thinking vision to solve the digital media conundrum

Copyright ®
2009 Rovi
Corporation. Company Confidential.
Thank you.

Additional Information and Where to Find It

This communication 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 Mergers (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’ 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’ 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’ 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 communication 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 of the transaction between Rovi and Sonic Solutions, the transaction’s anticipated strategic and financial benefits; and the potential impacts of the transaction on both Rovi’s and Sonic Solutions’ organizations. The statements made by Rovi and Sonic Solutions 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 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 Solutions’ 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 Solutions’ 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 Solutions’ filings with the SEC. Such factors are further addressed in Rovi’s and Sonic Solutions’ 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 Solutions 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.