As filed with the Securities and Exchange Commission on February 18, 2020

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

XRAY-TWOLF HOLDCO CORPORATION

(Exact name of registrant as specified in its charter)

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the mergers described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross Border Third Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED FEBRUARY 18, 2020

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Xperi 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 meetings.

If the mergers are completed, holders of Xperi common stock will be entitled to receive one (1) share of HoldCo common stock for each share of Xperi common stock they hold, which we refer to as the Xperi exchange ratio, and holders of TiVo common stock will be entitled to receive 0.455 shares of HoldCo common stock for each share of TiVo common stock they hold, which we refer to as the TiVo exchange ratio, in addition to cash in lieu of any fractional shares. It is expected that the Xperi exchange ratio and the TiVo exchange ratio will result in Xperi common stockholders owning approximately 46.5% of HoldCo and TiVo common stockholders owning approximately 53.5% of HoldCo immediately following the effective time of the mergers. Xperi common stock is currently traded on the Nasdaq Stock Market under the symbol “XPER” and TiVo common stock is currently traded on the Nasdaq Stock Market under the symbol “TIVO.” We expect that HoldCo common stock will be listed on the Nasdaq Stock Market under the symbol “XPER.” We urge you to obtain current market quotations of Xperi and TiVo common stock prior to casting your vote.

Xperi and TiVo will each hold a special meeting of their respective stockholders in connection with the proposed mergers, which we refer to as the Xperi special meeting or TiVo special meeting, respectively.

At the Xperi special meeting, Xperi stockholders will be asked to consider and vote on (i) a proposal to adopt the merger agreement, which we refer to as the Xperi merger proposal, (ii) a proposal to adjourn the Xperi special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Xperi merger proposal and (iii) a non-binding, advisory proposal to approve the compensation that may become payable to Xperi’s named executive officers in connection with the consummation of the mergers. The Xperi board recommends that Xperi stockholders vote “FOR” each of the proposals to be considered at the Xperi special meeting.

At the TiVo special meeting, TiVo stockholders will be asked to consider and vote on (i) a proposal to adopt the merger agreement, which we refer to as the TiVo merger proposal, (ii) a proposal to adjourn the TiVo special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the TiVo merger proposal and (iii) a non-binding, advisory proposal to approve the compensation that may become payable to TiVo’s named executive officers in connection with the consummation of the mergers. The TiVo board recommends that TiVo stockholders vote “FOR” each of the proposals to be considered at the TiVo special meeting.

We cannot complete the mergers unless the Xperi stockholders approve the Xperi merger proposal and the TiVo stockholders approve the TiVo merger proposal. Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Xperi special meeting and/or the TiVo special meeting, as applicable, please promptly mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.

The obligations of Xperi and TiVo to complete the mergers are subject to the satisfaction or waiver of several conditions set forth in the merger agreement. More information about Xperi, TiVo, HoldCo and the mergers is contained in this joint proxy statement/prospectus. Xperi and TiVo encourage you to read this entire joint proxy statement/prospectus carefully, including the section entitled “Risk Factors” beginning on page 24.

We look forward to the successful combination of Xperi and TiVo.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2020 and is first being mailed to the stockholders of Xperi and stockholders of TiVo on or about [●], 2020.

Xperi Corporation

3025 Orchard Parkway

San Jose, California 95134

www.Xperi.com

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be Held on [●], 2020

TIME: [●] (local time) on [●], 2020

PLACE: [●]

ITEMS OF BUSINESS:

The joint proxy statement/prospectus accompanying this notice, including the annexes thereto, contains further information with respect to the business to be transacted at the special meeting of the Xperi stockholders, which we refer to as the Xperi special meeting. We urge you to read the joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes carefully and in their entirety. Xperi will transact no other business at the Xperi special meeting except such business as may properly be brought before the Xperi special meeting or any adjournments or postponements thereof. Please refer to the joint proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the Xperi special meeting.

BOARD OF DIRECTORS’ RECOMMENDATION:

After careful consideration, the Xperi board of directors, on December 17, 2019, approved the merger agreement and determined that entering into the merger agreement and consummating the transactions contemplated thereby are advisable, fair to and in the best interests of Xperi and its stockholders.

The Xperi board of directors recommends that the Xperi stockholders vote “FOR” each of the Xperi merger proposal, the Xperi adjournment proposal and the Xperi compensation proposal.

WHO MAY VOTE:

Only holders of record of Xperi common stock at the close of business on [●], the record date for voting at the Xperi special meeting, are entitled to vote at the Xperi special meeting. On the record date, [●] shares of Xperi common stock were outstanding. Each share of Xperi common stock is entitled to one (1) vote.

VOTE REQUIRED FOR APPROVAL:

Your vote is very important. We cannot complete the mergers without the approval of the Xperi merger proposal. The presence, in person or by proxy, of a majority of the shares entitled to vote constitutes a quorum, and the approval of the Xperi merger proposal requires the affirmative vote of the holders of a majority of all outstanding shares of Xperi common stock entitled to vote on the Xperi merger proposal. Assuming a quorum is present, approval of each of the Xperi adjournment proposal and the Xperi compensation proposal requires the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote at the Xperi special meeting.

Whether or not you plan to attend the Xperi special meeting, please promptly mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card. If your shares are held in the name of a broker or other nominee, please follow the instructions on a voting instruction card furnished by the record holder.

By order of the Board of Directors,

Paul Davis

Secretary

San Jose, California

[●], 2020

TiVo Corporation

2160 Gold Street

San Jose, California 95002

www.TiVo.com

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be Held on [●], 2020

TIME: [●] (local time) on [●], 2020

PLACE: [●]

ITEMS OF BUSINESS:

The joint proxy statement/prospectus accompanying this notice, including the annexes thereto, contains further information with respect to the business to be transacted at the special meeting of the TiVo stockholders, which we refer to as the TiVo special meeting. We urge you to read the joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes carefully and in their entirety. TiVo will transact no other business at the TiVo special meeting except such business as may properly be brought before the TiVo special meeting or any adjournments or postponements thereof. Please refer to the joint proxy statement/prospectus of which this notice forms a part for further information with respect to the business to be transacted at the TiVo special meeting.

BOARD OF DIRECTORS’ RECOMMENDATION:

After careful consideration, the TiVo board of directors, on December 18, 2019, approved the merger agreement and determined that entering into the merger agreement and consummating the transactions contemplated thereby, including the TiVo merger, are advisable and fair to and in the best interests of TiVo and its stockholders.

The TiVo board of directors recommends that the TiVo stockholders vote “FOR” each of the TiVo merger proposal, the TiVo adjournment proposal and the TiVo compensation proposal.

WHO MAY VOTE:

Only holders of record of TiVo common stock at the close of business on [●], the record date for voting at the TiVo special meeting, are entitled to vote at the TiVo special meeting. On the record date, [●] shares of TiVo common stock were outstanding. Each share of TiVo common stock is entitled to one (1) vote.

VOTE REQUIRED FOR APPROVAL:

Your vote is very important. We cannot complete the mergers without the approval of the TiVo merger proposal. Assuming a quorum is present, the approval of the TiVo merger proposal requires the affirmative vote of the holders of a majority of all outstanding shares of TiVo common stock entitled to vote on the TiVo merger proposal. The approval of the TiVo adjournment proposal requires the affirmative vote of a majority of the shares of TiVo common stock represented in person or by proxy at the TiVo special meeting. Assuming a quorum is present, the approval of the TiVo compensation proposal requires the affirmative vote of a majority of the shares of TiVo common stock represented in person or by proxy, and entitled to vote at the TiVo special meeting.

Whether or not you plan to attend the TiVo special meeting, please promptly mark, sign and date the accompanying proxy and return it promptly in the enclosed postage-paid envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card. If your shares are held in the name of a broker or other nominee, please follow the instructions on a voting instruction card furnished by the record holder.

By order of the Board of Directors,

Pamela Sergeeff

Secretary

San Jose, California

[●], 2020

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Xperi and TiVo from other documents that each company has filed with the Securities and Exchange Commission, which we refer to as the SEC, which documents are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Investors may also consult Xperi’s or TiVo’s websites for more information concerning the mergers described in this joint proxy statement/prospectus. Xperi’s website is www.Xperi.com. TiVo’s website is www.TiVo.com. The transaction website is: www.XperiTiVo.TransactionAnnouncement.com. Information included on any of these websites is not incorporated by reference into this joint proxy statement/prospectus.

If you would like to request any documents, please do so by [●], 2020 in order to receive them before the respective special meetings.

In addition, if you have questions about the mergers or the special meetings, or if you need to obtain copies of the accompanying joint proxy statement/prospectus, proxy cards, election forms or other documents incorporated by reference in the joint proxy statement/prospectus, you may contact the appropriate contact listed below. You will not be charged for any of the documents you request.

If you are an Xperi stockholder:				If you are a TiVo stockholder:
By Mail:		Alliance Advisors, LLC 200 Broadacres Drive, 3rd Floor         Bloomfield, New Jersey 07003		By Mail:		MacKenzie Partners, Inc. 1407 Broadway Avenue, 27th Floor New York, New York 10018
By Telephone:		Toll-Free:     (800) 574-6109		By Telephone:		Call Collect: Toll-Free:		(212) 929-5500 (800) 322-2885
				By Email:		proxy@mackenziepartners.com

For more information, see “Where You Can Find More Information” beginning on page 201.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 (File No. 333-[●]) filed with the SEC by XRAY-TWOLF HoldCo Corporation, which we refer to as HoldCo, constitutes a prospectus of HoldCo under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of HoldCo common stock to be issued to Xperi stockholders and

TiVo stockholders pursuant to the Agreement and Plan of Merger and Reorganization, dated 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. This joint proxy statement/prospectus also constitutes a joint proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. It also constitutes a notice of meeting with respect to the special meeting of Xperi stockholders, which we refer to as the Xperi special meeting, and a notice of meeting with respect to the special meeting of TiVo stockholders, which we refer to as the TiVo special meeting and, together with the Xperi special meeting, which we refer to as the special meetings.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2020. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this joint proxy statement/prospectus to Xperi stockholders and/or TiVo stockholders, nor the issuance by HoldCo of common stock in connection with the mergers, will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Xperi has been provided by Xperi and information contained in this joint proxy statement/prospectus regarding TiVo has been provided by TiVo.

Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to:

Table of Contents

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference into this joint proxy statement/prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Words such as “anticipate,” “estimate,” “continue,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “objective,” “goal,” “positions,” “prospects,” “potential,” “will,” “would,” “should,” “could,” “may” and words and terms of similar substance are intended to identify forward-looking statements. All forward-looking statements are management’s present expectations or forecasts of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In addition to the factors relating to the merger discussed under the caption “Risk Factors” beginning on page 24 and the factors previously disclosed in Xperi’s and TiVo’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements:

For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, Xperi and TiVo claim the protection of the

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safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. Except as required by applicable law, neither Xperi nor TiVo undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. In the event that a party does update any forward-looking statement, no inference should be made that the parties will make additional updates with respect to that statement, related matters or any other forward-looking statements.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Xperi and TiVo have filed with the SEC as described under “Where You Can Find More Information” beginning on page 201.

We expressly qualify in their entirety all forward-looking statements attributable to either of us or any person acting on our behalf by the cautionary statements contained or referred to in this joint proxy statement/prospectus.

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QUESTIONS AND ANSWERS

The following are some questions that you, as a stockholder of Xperi and/or a stockholder of TiVo, may have regarding the mergers and the other matters being considered at the special meetings as well as the answers to those questions. Xperi and TiVo (which we refer to, collectively, as “we”) urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the mergers and the other matters being considered at the special meetings. Additional important information is also contained in the annexes to and the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 201.

About the Mergers

Following the mergers, Xperi common stock and TiVo common stock will be delisted from the Nasdaq Stock Market, LLC, which we refer to as Nasdaq, and their respective common stock will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. The shares of HoldCo common stock will be listed for trading on Nasdaq upon the closing.

Xperi is holding a special meeting of stockholders, which we refer to as the Xperi special meeting, in order to obtain the stockholder approval necessary to adopt the merger agreement. Xperi stockholders will also be asked to approve the adjournment of the Xperi special meeting (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to adopt the merger agreement) and to approve, by non-binding advisory vote, the compensation arrangements for Xperi’s named executive officers in connection with the mergers.

TiVo is holding a special meeting of stockholders, which we refer to as the TiVo special meeting, and together with the Xperi special meeting, which we refer to as the special meetings, in order to obtain the stockholder approval necessary to adopt the merger agreement. TiVo stockholders will also be asked to approve the adjournment of the TiVo special meeting (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to adopt the merger agreement) and to approve, by non-binding advisory vote, the compensation arrangements for TiVo’s named executive officers in connection with the mergers.

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We will be unable to complete the mergers unless, among other things, both the Xperi stockholders and the TiVo stockholders vote to adopt the merger agreement.

You are receiving this joint proxy statement/prospectus because you were a holder of record of Xperi common stock and/or TiVo common stock as of the close of business on the record date for the Xperi special meeting or the TiVo special meeting, as applicable, and are therefore entitled to vote at the Xperi special meeting and/or TiVo special meeting.

This joint proxy statement/prospectus contains important information about the mergers, the merger agreement (a copy of which is attached as Annex A) and the special meetings. You should read this information carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending the Xperi special meeting or the TiVo special meeting, as applicable. Your vote is very important and we encourage you to submit your proxy as soon as possible.

On December 18, 2019, the last trading day prior to the public announcement of the proposed mergers, the closing price on Nasdaq was $20.94 per share of Xperi common stock and $7.89 per share of TiVo common

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stock. On February 14, 2020, the latest practicable date before the date of this joint proxy statement/prospectus, the closing price on Nasdaq was $15.23 per share of Xperi common stock and $6.85 per share of TiVo common stock. We urge you to obtain current market quotations before voting your shares.

For additional information on the conditions to completion of the mergers, see the section entitled “Adoption of the Merger Agreement—The Merger Agreement—Conditions to Completion of the Mergers” beginning on page 140.

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For additional information on the regulatory approvals and clearances required to complete the mergers, see the section entitled “Adoption of the Merger Agreement—Regulatory Approvals” beginning on page 113. For additional information on the conditions to completion of the mergers, see the section entitled “Adoption of the Merger Agreement—The Merger Agreement—Conditions to Completion of the Mergers” beginning on page 140.

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Each outstanding Xperi restricted stock unit award, whether vested or unvested, which we refer to as an Xperi RSU award, will be automatically converted at the effective time into one (1) HoldCo restricted stock unit award, which we refer to as a HoldCo RSU award, on the same terms and conditions (including any applicable vesting and settlement requirements) as were applicable to such Xperi RSU award immediately prior to the effective time.

Each Xperi RSU award that is subject to performance-vesting based on the achievement of performance metrics immediately prior to the effective time, which we refer to as an Xperi PSU award, will be automatically converted at the effective time into one (1) HoldCo RSU award, on the same terms and conditions (including any applicable performance-based vesting criteria and settlement requirements) as were applicable to such Xperi PSU award immediately prior to the effective time, except as described in the sections of this joint proxy statement entitled “Adoption of the Merger Agreement—Interests of Xperi Directors and Executive Officers in the Mergers—Treatment of Xperi PSU Awards held by Jon Kirchner” beginning on page 69 and “Adoption of the Merger Agreement—Interests of Xperi Directors and Executive Officers in the Mergers—Treatment of Xperi PSU Awards held by Murali Dharan” beginning on page 69.

Each outstanding TiVo restricted stock unit award, whether vested or unvested, which we refer to as a TiVo RSU award, will be automatically converted at the effective time into a HoldCo restricted stock unit award, which we refer to as a HoldCo RSU award, on the same terms and conditions (including any applicable vesting and settlement requirements) as were applicable to such TiVo RSU award immediately prior to the effective time, with respect to the number of shares of HoldCo common stock (rounded down to the nearest whole share) determined by multiplying the number of shares of TiVo common stock subject to the TiVo RSU award by the TiVo exchange ratio.

Under the terms of performance restricted stock unit awards granted by TiVo to its executive officers, performance against the TSR performance metrics will be measured as of the consummation of the mergers, with the ending share price for purposes of the performance period being calculated based on the 30-trading day average closing share price immediately prior to and including the date of consummation of the mergers. Any PSUs that are deliverable based on this measurement will vest on the consummation date on a pro rata basis (based on the portion of the performance period during which services were performed). Any remaining PSUs that are deliverable based on this measurement and that did not vest upon consummation of the mergers will vest ratably following the date of consummation of the mergers through the earlier of the first regularly scheduled compensation committee meeting following the end of the performance period or June 1, 2021 (for awards granted in 2018) and June 1, 2022 (for awards granted in 2019).

In addition, certain RSU grants which vest only upon certain liquidity events will vest upon the consummation of the mergers.

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Please carefully review the information set forth in the section entitled “Adoption of the Merger Agreement—Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 120 for a discussion of the material U.S. federal income tax consequences of the mergers. Please consult your own tax advisors as to the specific U.S. federal, state or local or foreign income or other tax consequences to you of the mergers.

About the Xperi Special Meeting

Please note that cameras, sound or video recording equipment, or other similar equipment, electronic devices, large bags or packages will not be permitted in the Xperi special meeting.

The Xperi board recommends that the Xperi stockholders vote:

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If your shares are held in street name, through a broker, bank, trustee or other nominee, please follow the instructions on a voting instruction card furnished by the record holder.

Proposal 2: To Adjourn the Xperi Special Meeting by Xperi Stockholders. Approving the Xperi adjournment proposal (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to adopt the merger agreement) requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the Xperi adjournment proposal. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Xperi adjournment proposal, and broker non-votes (which are not considered votes cast), if any, and shares held by Xperi stockholders not in attendance at, and who have not submitted a proxy for, the Xperi special meeting, will have no effect on the outcome of any vote on the Xperi adjournment proposal, assuming a quorum is present.

Proposal 3: Regarding Certain Xperi Merger-Related Executive Compensation Arrangements. In accordance with Section 14A of the Exchange Act, Xperi is providing stockholders with the opportunity to approve, by non-binding advisory vote, compensation payments for Xperi’s named executive officers in connection with the mergers, as reported in the section of this joint proxy statement/prospectus entitled “Advisory (Non-Binding) Vote on Compensation” beginning on page 148. Approving the Xperi

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compensation proposal, on a non-binding advisory basis, requires that the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the Xperi compensation proposal. Accordingly, abstentions will have the same effect as a vote “AGAINST” the Xperi compensation proposal, and broker non-votes (which are not considered votes cast), if any, and shares held by Xperi stockholders not in attendance at, and who have not submitted a proxy for, the Xperi special meeting, will have no effect on the outcome of any vote to approve, on a non-binding advisory basis, the Xperi compensation proposal, assuming a quorum is present.

Proposal 2: To Adjourn the Xperi Special Meeting by Xperi Stockholders. Abstentions will have the same effect as a vote “AGAINST” the Xperi adjournment proposal. Failures to vote or the failure to instruct a broker or other nominee to vote with respect to the Xperi adjournment proposal do not constitute a vote “FOR” or “AGAINST” the proposal and will be disregarded in the calculation of “votes cast.”

Proposal 3: Regarding Certain Xperi Merger-Related Executive Compensation Arrangements. Abstentions will have the same effect as a vote “AGAINST” the Xperi compensation proposal. Failures to vote or the failure to instruct a broker or other nominee to vote with respect to the Xperi compensation proposal do not constitute a vote “FOR” or “AGAINST” the proposal and will be disregarded in the calculation of “votes cast.”

If you are an Xperi stockholder and you do not provide your broker, bank, trust company or other nominee with instructions and your broker, bank, trust company or other nominee submits an unvoted proxy, your shares of Xperi common stock will not be counted for purposes of determining a quorum at the Xperi special meeting or voted on any proposal on which your broker, bank, trust company or other nominee does not have discretionary authority.

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Please note that you may not vote shares held in street name by returning a proxy card directly to Xperi, or by voting in person at your special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank, trust company or other nominee.

If you are an Xperi stockholder and you do not instruct your broker on how to vote your Xperi shares, your broker may not vote your Xperi shares, which will have the same effect as a vote “AGAINST” the Xperi merger proposal but will have no effect on the Xperi adjournment proposal or the Xperi compensation proposal, assuming a quorum is present.

If you are a registered holder of record you can change your vote or revoke your proxy at any time before it is exercised at the Xperi special meeting by doing any of the following:

If you hold your shares in street name through a broker, bank or other nominee holder of record, you must contact your broker, bank or other nominee holder of record to change your vote or obtain a written legal proxy to vote your shares if you wish to cast your vote in person at the Xperi special meeting.

Your attendance alone will not revoke any proxy that you have previously given or change your vote.

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If you are a holder of record, in order for your shares to be represented at your special meeting, you must:

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If you hold your shares in street name, in order for your shares to be represented at your special meeting, you should instruct your broker, bank, trust company or other nominee as to how to vote your shares, following the directions provided to you by your broker, bank, trust company or other nominee.

Alliance Advisors

200 Broadacres Drive, 3^rd Floor

Bloomfield, New Jersey 07003

Toll Free: (800) 574-6109

About the TiVo Special Meeting

The TiVo board recommends that the TiVo stockholders vote:

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If your shares are held in street name, through a broker, bank, trustee or other nominee, please follow the instructions on a voting instruction card furnished by the record holder.

Proposal 2: To Adjourn the TiVo Special Meeting by TiVo Stockholders. Approving the TiVo adjournment proposal (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to adopt the merger agreement) requires the affirmative vote of a majority of the shares of TiVo common stock represented in person or by proxy, at the TiVo special meeting. Accordingly, abstentions will have the same effect as a vote “AGAINST” the TiVo adjournment proposal, and shares held by TiVo stockholders not in attendance at, and who have not submitted a proxy for, the TiVo special meeting, will have no effect on the outcome of any vote on the TiVo adjournment proposal. As TiVo does not expect there to be any broker non-votes at the TiVo special meeting, broker non-votes will have no effect on the outcome of any vote on the TiVo adjournment proposal.

Proposal 3: Regarding Certain TiVo Merger-Related Executive Compensation Arrangements. In accordance with Section 14A of the Exchange Act, TiVo is providing stockholders with the opportunity to approve, by

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non-binding advisory vote, compensation payments for TiVo’s named executive officers in connection with the mergers, as reported in the section of this joint proxy statement/prospectus entitled “Advisory (Non-Binding) Vote on Compensation” beginning on page 148. Approving the TiVo compensation proposal, on a non-binding advisory basis, requires the affirmative vote of a majority of the shares of TiVo common stock represented in person or by proxy, and entitled to vote at the TiVo special meeting. Accordingly, abstentions will have the same effect as a vote “AGAINST” the TiVo compensation proposal, and broker non-votes (which are not considered votes cast), if any, and shares held by TiVo stockholders not in attendance at, and who have not submitted a proxy for, the TiVo special meeting, will have no effect on the outcome of any vote to approve, on a non-binding advisory basis, the TiVo compensation proposal, assuming a quorum is present.

Proposal 2: To Adjourn the TiVo Special Meeting by TiVo Stockholders. If you are a TiVo stockholder and vote to abstain, it will have the same effect as a vote “AGAINST” the TiVo adjournment proposal. If you are a TiVo stockholder and fail to vote, it will have no effect on the TiVo adjournment proposal. As TiVo does not expect there to be any broker non-votes at the TiVo special meeting, if you are a TiVo stockholder and fail to instruct your broker or nominee to vote, it will have no effect on the TiVo adjournment proposal.

Proposal 3: Regarding Certain TiVo Merger-Related Executive Compensation Arrangements. If you are a TiVo stockholder and vote to abstain, it will have the same effect as a vote “AGAINST” the TiVo compensation proposal. If you are a TiVo stockholder and fail to vote or fail to instruct your broker or nominee to vote, it will have no effect on the TiVo compensation proposal, assuming a quorum is present.

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If you are a TiVo stockholder and you do not provide your broker, bank, trust company or other nominee with instructions and your broker, bank, trust company or other nominee submits an unvoted proxy, your shares of TiVo common stock will not be counted for purposes of determining a quorum at the TiVo special meeting or be voted on any proposal on which your broker, bank, trust company or other nominee does not have discretionary authority.

Please note that you may not vote shares held in street name by returning a proxy card directly to TiVo, or by voting in person at your special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank, trust company or other nominee.

If you are a TiVo stockholder and you do not instruct your broker on how to vote your TiVo shares, your broker may not vote your TiVo shares, which will have the same effect as a vote “AGAINST” the TiVo merger proposal but will have no effect on the TiVo adjournment proposal and the TiVo compensation proposal.

If you are a registered holder of record you can change your vote or revoke your proxy at any time before it is exercised at the TiVo special meeting by doing any of the following:

If you hold your shares in street name through a broker, bank or other nominee holder of record, you must contact your broker, bank or other nominee holder of record to change your vote or obtain a written legal proxy to vote your shares if you wish to cast your vote in person at the TiVo special meeting.

Your attendance alone will not revoke any proxy that you have previously given or change your vote.

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If you are a holder of record, in order for your shares to be represented at your special meeting, you must:

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If you hold your shares in street name, in order for your shares to be represented at your special meeting, you should instruct your broker, bank, trust company or other nominee as to how to vote your shares, following the directions provided to you by your broker, bank, trust company or other nominee.

MacKenzie Partners, Inc.

1407 Broadway Avenue, 27^th Floor

New York, New York 10018

proxy@mackenziepartners.com

Call Collect: (212) 929-5500

or

Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

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RISK FACTORS

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page iv, you should carefully consider the following risks before deciding whether to vote for the Xperi merger proposal and the Xperi compensation proposal, in the case of Xperi stockholders, or for the TiVo merger proposal and the TiVo compensation proposal, in the case of TiVo stockholders. In addition, you should read and consider the risks associated with each of the businesses of Xperi and TiVo because these risks will also affect HoldCo after the consummation of the mergers. Descriptions of some of these risks can be found in each of Xperi’s and TiVo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, each of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 201.

Risks Related to the Mergers

Xperi stockholders and TiVo stockholders cannot be sure of the value of the merger consideration they will receive.

Xperi stockholders and TiVo stockholders will receive a fixed number of shares of HoldCo common stock in the Xperi merger and the TiVo merger, respectively, rather than a number of shares of HoldCo common stock with a particular fixed market value. The market values of Xperi common stock and TiVo common stock at the effective time may vary significantly from their prices on the date prior to the date the merger agreement was executed, the date of this joint proxy statement/prospectus or the date on which Xperi stockholders and TiVo stockholders vote on the Xperi merger proposal and the TiVo merger proposal, respectively. Because the respective Xperi and TiVo exchange ratios are fixed and will not be adjusted to reflect any changes in the market prices of Xperi common stock or TiVo common stock, the market value of the HoldCo common stock issued in the Xperi merger or the TiVo merger, as applicable, and the Xperi common stock and TiVo common stock surrendered in the Xperi merger and the TiVo merger, respectively, may be higher or lower than the market values of these shares on earlier dates. All of the merger consideration to be received by Xperi stockholders and TiVo stockholders will be HoldCo common stock (other than cash in lieu of fractional shares received by TiVo stockholders). At the time of the special meetings, Xperi stockholders and TiVo stockholders will not know or be able to determine the value of the HoldCo common stock they may receive upon completion of the mergers. Changes in the market prices of Xperi common stock and TiVo common stock may result from a variety of factors that are beyond the control of Xperi or TiVo, including changes in their respective businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and other developments. Market assessments of the benefits of the mergers, the likelihood that the mergers will be completed and general and industry-specific market and economic conditions may also have an effect on the market price of Xperi common stock and TiVo common stock. Changes in market prices of Xperi common stock and TiVo common stock may also be caused by fluctuations and developments affecting industry-specific and general economic and market conditions and may have an adverse effect on Xperi common stock and TiVo common stock prior to the consummation of the mergers.

Neither Xperi nor TiVo is permitted to terminate the merger agreement solely because of changes in the market prices of either party’s common stock. In addition, the market values of Xperi common stock and TiVo common stock may vary significantly from the date of the special meetings to the date of the completion of the mergers. You are urged to obtain up-to-date prices for Xperi common stock and TiVo common stock. There is no assurance that the mergers will be completed, that there will not be a delay in the completion of the mergers, or that all or any of the anticipated benefits of the mergers will be obtained.

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The market price for HoldCo common stock may be affected by factors different from those that historically have affected Xperi common stock and TiVo common stock.

Upon completion of the mergers, holders of shares of Xperi common stock (other than any shares held in treasury) and holders of shares of TiVo common stock (other than any shares held in treasury) will become holders of shares of HoldCo common stock. Xperi and TiVo each have businesses that differ from each other. Accordingly, the results of operations of HoldCo will be affected by some factors that are different from those currently affecting the results of operations of each of Xperi and TiVo. For a discussion of the businesses of Xperi and TiVo and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” in this joint proxy statement/prospectus.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that cannot be met.

Consummation of the mergers is conditioned upon, among other things, the expiration or termination of the waiting period (and any extensions thereof) applicable to the mergers under the HSR Act which, as noted above, has been obtained by the grant of early termination of the HSR Act waiting period on January 21, 2020. In addition, the parties have submitted a Business Combination Report to the Korea Fair Trade Commission, which initiates a suspensory bar on closing prior to approval. Notwithstanding the grant of early termination of the HSR Act waiting period, at any time before or after the mergers are consummated, any of the DOJ, the FTC or U.S. state attorneys general or foreign governmental authorities could take action under the antitrust laws in opposition to the mergers, including seeking to enjoin completion of the mergers, condition completion of the mergers upon the divestiture of assets of Xperi, TiVo or their subsidiaries or impose restrictions on HoldCo’s post-merger operations. These could negatively affect the results of operations and financial condition of the combined company following completion of the mergers. Any such requirements or restrictions may prevent or delay completion of the mergers or may reduce the anticipated benefits of the mergers, which could also have a material adverse effect on the combined company’s business and cash flows, financial condition and results of operations.

Xperi or TiVo may waive one or more of the closing conditions without re-soliciting stockholder approval.

Xperi or TiVo may determine to waive, in whole or in part, one or more of the conditions to its obligations to consummate the mergers. Xperi or TiVo currently expect to evaluate the materiality of any waiver and its effect on Xperi stockholders or TiVo stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the mergers or as to re-soliciting stockholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by Xperi or TiVo, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement may be terminated in accordance with its terms and the mergers may not be completed.

The completion of the mergers is subject to the satisfaction or waiver of a number of conditions. Those conditions include: (i) the adoption of the merger agreement by the affirmative vote of the holders of a majority of all outstanding shares of Xperi common stock and TiVo common stock, respectively, entitled to vote thereon; (ii) the termination or expiration of the waiting period under the HSR Act; (iii) the absence of certain governmental restraints or prohibitions preventing completion of the Xperi merger or the TiVo merger; (iv) the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part and the absence of any stop order or proceedings by the SEC; (v) the approval of the shares of HoldCo common stock to be issued to Xperi stockholders and TiVo stockholders for listing on Nasdaq; (vi) the truth and correctness of the representations and warranties made by both parties (generally subject to certain “materiality” and “material

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adverse effect” qualifiers); (vii) the performance of or compliance with, by Xperi and TiVo, their respective obligations, covenants and agreements under the merger agreement in all material respects; and (viii) the receipt by both parties of legal opinions from their respective tax counsels with respect to the tax-free nature of each of the mergers.

These conditions to the closing may not be fulfilled and, accordingly, the mergers may not be completed. In addition, if the mergers are not completed by September 30, 2020, either Xperi or TiVo may choose not to proceed with the mergers, and the parties can mutually decide to terminate the merger agreement at any time prior to the consummation of the mergers. In addition, Xperi or TiVo may elect to terminate the merger agreement in certain other circumstances. If the merger agreement is terminated, Xperi and TiVo may incur substantial fees in connection with termination of the merger agreement and will not recognize the anticipated benefits of the mergers. See “Adoption of the Merger Agreement—The Merger Agreement—Termination of the Merger Agreement.”

Termination of the merger agreement could negatively impact Xperi and/or TiVo.

If the merger agreement is terminated in accordance with its terms and the mergers are not consummated, the ongoing businesses of Xperi and TiVo may be adversely affected by a variety of factors. Xperi’s and TiVo’s respective businesses may be adversely impacted by the failure to pursue other beneficial opportunities during the pendency of the mergers, by the failure to obtain the anticipated benefits of completing the mergers, by payment of certain costs relating to the mergers, and by the focus of their respective managements on the mergers for an extended period of time rather than on management opportunities or other issues. The market price of Xperi common stock and/or TiVo common stock might decline as a result of any such failures to the extent that the current market prices reflect a market assumption that the mergers will be completed.

In addition, if the merger agreement is terminated under certain circumstances, Xperi may be required to pay a termination fee of $44,000,000 to TiVo and TiVo may be required to pay a termination fee of $50,800,000 to Xperi, in each case depending on the circumstances surrounding the termination. See “Adoption of the Merger Agreement—The Merger Agreement—Expenses and Termination Fees.” Xperi or TiVo may also be negatively impacted if the merger agreement is terminated and their respective boards seek but are unable to find another business combination or strategic transaction offering equivalent or more attractive consideration than the consideration to be provided in the mergers, or if the respective companies become subject to litigation related to entering into or failing to consummate the mergers, including direct actions by Xperi stockholders or TiVo stockholders, as applicable, against the directors and/or officers of Xperi or TiVo for breaches of fiduciary duty, or derivative actions brought by Xperi or TiVo stockholders in the name of the respective companies.

Xperi and TiVo will be subject to business uncertainties while the mergers are pending.

Uncertainty about the completion or effect of the mergers may affect the relationship between Xperi and TiVo and their respective suppliers, customers, distributors, licensors and licensees and may have an adverse effect on Xperi and/or TiVo, and consequently on the combined company. These uncertainties may cause suppliers, customers, distributors, licensors and others that deal with the parties to seek to change existing business relationships with Xperi or TiVo, as applicable, and to delay or defer decisions concerning Xperi or TiVo. Changes to existing business relationships, including termination or modification, could negatively affect each of Xperi’s and TiVo’s revenues, earnings and cash flow, as well as the market price of their respective common stock.

Xperi and TiVo will be subject to certain contractual restrictions while the mergers are pending.

The merger agreement restricts each of Xperi and TiVo from making certain acquisitions and divestitures, entering into certain contracts, incurring certain indebtedness and expenditures, paying dividends in excess of certain thresholds, repurchasing or issuing securities outside of existing share repurchase and equity award

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programs, and taking other specified actions until the earlier of the completion of the mergers or the termination of the merger agreement without the consent of the other party. These restrictions may prevent Xperi and/or TiVo from pursuing attractive business opportunities that may arise prior to the completion of the mergers and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the mergers could be exacerbated by any delays in consummation of the mergers or the termination of the merger agreement. See “Adoption of the Merger Agreement—The Merger Agreement—Conduct of Business” beginning on page 129.

Third parties may terminate or alter existing contracts or relationships with Xperi or TiVo.

Each of Xperi and TiVo has contracts with customers, suppliers, vendors, distributors, landlords, licensors, joint venture partners, and other business partners which may require Xperi or TiVo, as applicable, to obtain consent from these other parties in connection with the mergers. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which Xperi and/or TiVo currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either or both of the parties in anticipation of the mergers, or with the combined company following the mergers. The pursuit of such rights may result in Xperi, TiVo or the combined company suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and may lose rights that are material to its business. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the mergers. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the mergers or the termination of the merger agreement.

Xperi and TiVo will incur significant transaction costs in connection with the mergers.

Xperi and TiVo have incurred and expect to incur a number of non-recurring costs associated with the mergers. These costs and expenses include financial advisory, legal, accounting, consulting and other advisory fees and expenses, reorganization and restructuring costs, severance/employee benefit-related expenses, public company filing fees and other regulatory expenses, printing expenses and other related charges. Some of these costs are payable by Xperi and TiVo regardless of whether the mergers are completed. Moreover, under specified circumstances, either Xperi or TiVo may be required to pay an expense reimbursement amount of $10,000,000. Additionally, under specified circumstances, Xperi may be required to pay a termination fee of $44,000,000 to TiVo or TiVo may be required to pay a termination fee of $50,800,000 to Xperi. See “Adoption of the Merger Agreement—The Merger Agreement—Expenses and Termination Fees.”

The combined company will also incur restructuring and integration costs in connection with the merger. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of either Xperi, TiVo or the combined company. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of the two companies’ businesses. Although Xperi and TiVo expect that the elimination of duplicative costs, strategic benefits, additional income as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by Xperi or TiVo even if the merger is not completed. While both Xperi and TiVo have assumed that certain expenses would be incurred in connection with the merger and the other transactions contemplated by the merger agreement, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

Xperi directors and executive officers may have interests in the Xperi merger different from the interests of Xperi stockholders generally and TiVo directors and executive officers may have interests in the TiVo merger different from the interests of TiVo stockholders generally.

Certain of the directors and executive officers of each of Xperi and TiVo negotiated the terms of the merger agreement, the Xperi board recommended that Xperi stockholders vote in favor of the Xperi merger proposal and

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the Xperi compensation proposal, and the TiVo board recommended that TiVo stockholders vote in favor of the TiVo merger proposal and the TiVo compensation proposal. These directors and executive officers may have interests in the Xperi merger and the TiVo merger, as applicable, which are different from, or in addition to, or in conflict with, those of Xperi stockholders and TiVo stockholders, generally. These interests include the continued employment of certain executive officers of Xperi and TiVo by the combined company, the continued positions of a number of directors of Xperi and TiVo as directors of HoldCo, the payment of cash retention awards to certain TiVo executive officers, the treatment in the Xperi merger and the TiVo merger of stock options and restricted stock units held by Xperi directors and executive officers or TiVo directors and executive officers, as applicable, the effect of the Xperi merger and the TiVo merger on any employment, severance or change in control arrangements entered into with Xperi directors and executive officers or TiVo directors and executive officers, as applicable, and the indemnification of former Xperi and TiVo directors and officers by HoldCo.

Xperi stockholders and TiVo stockholders should be aware of these interests when they consider recommendations of the respective Xperi and TiVo boards that they vote in favor of the Xperi merger proposal and Xperi compensation proposal, or the TiVo merger proposal and TiVo compensation proposal, as applicable. The Xperi board was aware of these interests when it determined that the merger agreement and the transactions contemplated thereby were advisable and fair to, and in the best interests of, the Xperi stockholders and recommended that the Xperi stockholders adopt the merger agreement. The interests of Xperi directors and executive officers are described in more detail in the section of this joint proxy statement/prospectus entitled “Adoption of the Merger Agreement—Recommendation of the Xperi Board of Directors—Interests of Xperi Directors and Executive Officers in the Mergers.” Likewise, the TiVo board was aware of these interests when it determined that the merger agreement and the transactions contemplated thereby were advisable and fair to, and in the best interests of, the TiVo stockholders and recommended that the TiVo stockholders adopt the merger agreement. The interests of TiVo directors and executive officers are described in more detail in the section of this joint proxy statement/prospectus entitled “Adoption of the Merger Agreement—Recommendation of the TiVo Board of Directors—Interests of TiVo Directors and Executive Officers in the Mergers.”

Existing Xperi stockholders and TiVo stockholders will have a reduced ownership and voting interest in, and will exercise less influence over management of, HoldCo after the mergers than they did with respect to Xperi and TiVo prior to the mergers.

Xperi stockholders and TiVo stockholders currently have the right to vote in the election of the Xperi board and the TiVo board, respectively, and on other matters affecting the respective companies. Upon the completion of the mergers, each Xperi stockholder and each TiVo stockholder who receives shares of HoldCo common stock in the mergers will become a stockholder of HoldCo with a percentage ownership of, and voting interest in, HoldCo that is smaller than such stockholder’s percentage ownership of, and voting interest in, Xperi or TiVo, as applicable, immediately prior to the mergers. Immediately following the completion of the mergers, the former Xperi stockholders, as a group, will own approximately 46.5% of HoldCo and the former TiVo stockholders, as a group, will own approximately 53.5% of HoldCo. In particular, Xperi stockholders, as a group, will have less than a majority of the ownership and voting power of HoldCo and, therefore, will be able to exercise less collective influence over the management and policies of HoldCo than they currently exercise over the management and policies of Xperi. In addition, former directors of Xperi and former directors of TiVo will respectively constitute half of the HoldCo board. Accordingly, Xperi stockholders and TiVo stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Xperi or TiVo, as applicable.

Shares of HoldCo common stock to be received by Xperi stockholders in the Xperi merger and TiVo stockholders in the TiVo merger will have rights different from the shares of Xperi common stock and TiVo common stock, respectively.

Upon completion of the mergers, Xperi stockholders and TiVo stockholders will no longer be stockholders of Xperi and/or TiVo, as applicable, but will instead be stockholders of HoldCo. The rights of former Xperi

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stockholders and TiVo stockholders who become HoldCo stockholders will be governed by the HoldCo charter and the HoldCo bylaws, each of which will be adopted, prior to the effective time, in substantially the form attached as Annex D and Annex E, respectively. The rights associated with shares of HoldCo common stock are different from the rights associated with shares of Xperi common stock or TiVo common stock. See “Comparison of Rights of Stockholders.”

Declaration, payment and amounts of dividends, if any, to holders of shares of HoldCo common stock will be uncertain.

The amounts of dividends, if any, that are declared or paid to HoldCo stockholders cannot yet be determined and depends on a number of factors. The HoldCo board will have sole discretion to determine whether any dividends will be declared, when dividends, if any, are declared, and the amounts of such dividends. We expect that such determination would be based on a number of considerations, including HoldCo’s results of operations and capital management plans and the market price of HoldCo common stock, the combined company’s access to capital markets, as well as industry practice and other factors deemed relevant by the HoldCo board. In addition, HoldCo’s ability to pay dividends and the amounts of any dividends ultimately paid in respect of the HoldCo common stock will, in each case, be subject to HoldCo receiving funds, directly or indirectly, from its operating subsidiaries, including Xperi and TiVo. Further, the ability of Xperi and TiVo to make distributions to HoldCo will depend on satisfying Delaware law with respect to such distributions, and the ability of Xperi and TiVo to receive distributions from their own respective subsidiaries will continue to depend on the laws of the jurisdictions in which such subsidiaries are organized. There can be no guarantee that HoldCo stockholders will receive or be entitled to dividends commensurate with the historical dividends of Xperi or TiVo.

The merger agreement contains provisions that may discourage other companies from trying to enter into a strategic transaction with either Xperi or TiVo for greater consideration.

The merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to Xperi or TiVo or both during the pendency of the proposed combination transaction as well as afterward, should the mergers not be consummated, that might result in greater value to Xperi stockholders or TiVo stockholders, as applicable, than the mergers. These merger agreement provisions include a general prohibition on each company from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition or combination proposal or offers for competing transactions, subject to limited exceptions. Further, if either the Xperi board or TiVo board (i) withdraws, qualifies or modifies, or proposes publicly to withdraw, qualify or modify, or fails to make, in each case in any manner adverse to the other party, its approval or recommendation of the Xperi merger proposal or the TiVo merger proposal, as applicable, or (ii) approves or recommends, or proposes publicly to approve or recommend, any acquisition proposal, Xperi or TiVo, as applicable, will still be required to submit the Xperi merger and TiVo merger, respectively, to a vote of its stockholders at its special meeting unless the merger agreement is earlier terminated in accordance with its terms. For further information, please see the section entitled “Adoption of the Merger Agreement—The Merger Agreement—Changes in Board Recommendations.”

Moreover, under specified circumstances, either Xperi or TiVo may be required to pay an expense reimbursement amount of $10,000,000. Additionally, under specified circumstances, Xperi may be required to pay a termination fee of $44,000,000 to TiVo or TiVo may be required to pay a termination fee of $50,800,000 to Xperi. The obligation to pay the termination fee also may discourage a third party from pursuing an acquisition proposal. For further information, please see the section entitled “Adoption of the Merger Agreement—The Merger Agreement—Expenses and Termination Fees.”

If the merger agreement is terminated and either Xperi or TiVo determines to seek another strategic transaction, Xperi or TiVo, as applicable, may not be able to negotiate a transaction on terms comparable to, or better than, the terms of this transaction.

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The market price of the combined company’s common stock may be volatile, and holders of the combined company’s common stock could lose a significant portion of their investment due to drops in the market price of the combined company’s common stock following completion of the mergers.

The market price of the combined company’s common stock may be volatile, and following completion of the mergers stockholders may not be able to resell their HoldCo common stock at or above the price at which they acquired the common stock pursuant to the merger agreement or otherwise due to fluctuations in its market price, including changes in price caused by factors unrelated to the combined company’s operating performance or prospects.

Specific factors that may have a significant effect on the market price for the combined company’s common stock include, among others, the following:

The opinions of Xperi’s and TiVo’s financial advisors will not be updated to reflect changes in circumstances between the signing of the merger agreement in December 2019 and the completion of the mergers.

Xperi and TiVo have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus, and neither Xperi nor TiVo anticipates asking their financial advisors to update their opinions. Changes in the operations and prospects of Xperi or TiVo, general market and economic conditions and other factors that may be beyond the control of Xperi or TiVo, and on which Xperi’s and TiVo’s financial advisor’s opinions were based, may significantly alter the prices of the shares of Xperi common stock or TiVo common stock by the time the mergers are completed. The opinions do not speak as of the time the mergers will be completed or as of any date other than the date of such opinions. Because Xperi’s and TiVo’s financial advisors will not be updating their opinions, which were issued in connection with the signing of the merger agreement in December 2019, the opinions will not address the fairness of the merger consideration from a financial point of view at the time the mergers are completed. The Xperi board’s recommendation that Xperi stockholders vote “FOR” the Xperi merger proposal and the TiVo board’s recommendation that TiVo stockholders vote “FOR” the TiVo merger proposal, however, are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that Xperi and TiVo received from their respective financial advisors, please refer to “Adoption of the Merger Agreement—Recommendation of the Xperi Board of Directors—Opinion of Xperi’s Financial Advisor” and “Adoption of the Merger Agreement—Recommendation of the TiVo Board of Directors—Opinion of TiVo’s Financial Advisor.”

Xperi and TiVo stockholders will not be entitled to appraisal rights in the mergers.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares

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as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders do not have appraisal rights if the shares of stock they hold, as of the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon a merger, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash instead of fractional shares or (d) any combination of clauses (a)-(c).

Because Xperi common stock is listed on Nasdaq, a national securities exchange, and is expected to continue to be so listed on the record date for the Xperi special meeting, and because Xperi stockholders will receive shares of HoldCo common stock in the Xperi merger, which is expected to be listed on Nasdaq upon the effective time, Xperi stockholders will not be entitled to appraisal rights in the Xperi merger with respect to their shares of Xperi common stock. Similarly, TiVo common stock is listed on Nasdaq and is expected to continue to be so listed on the record date for the TiVo special meeting. Because TiVo stockholders will also receive shares of HoldCo common stock in the TiVo merger, TiVo stockholders will also not be entitled to appraisal rights in the TiVo merger with respect to their shares of TiVo common stock.

Risks Related to the Combined Company

Failure to successfully integrate the businesses of Xperi and TiVo in the expected time-frame may adversely affect the combined company’s future results.

Xperi and TiVo entered into the merger agreement with the expectation that the merger will result in various benefits, including certain cost savings and operational efficiencies or synergies. To realize these anticipated benefits, the businesses of Xperi and TiVo must be successfully integrated. Historically, Xperi and TiVo have been independent companies, and they will continue to be operated as such until the completion of the merger. The integration may be complex and time consuming and may require substantial resources and effort. The management of the combined company may face significant challenges in consolidating the operations of Xperi and TiVo, integrating the two companies’ technologies, procedures, and policies, as well as addressing the different corporate cultures of the two companies. If the companies are not successfully integrated, the anticipated benefits of the merger may not be realized fully (or at all) or may take longer to realize than expected.

The combined company must successfully combine the businesses of Xperi and TiVo in a manner that permits these cost savings and synergies to be realized. In addition, the combined company must achieve the anticipated savings and synergies in a timely manner and without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected. A variety of factors may adversely affect the combined company’s ability to realize the currently expected operating synergies, savings and other benefits of the mergers, including the failure to identify and eliminate duplicative programs and the failure to otherwise integrate Xperi’s or TiVo’s respective businesses, including their technology platforms.

HoldCo has no operating or financial history and the unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus are preliminary. Therefore, the actual financial condition and results of operations of HoldCo after the mergers may differ materially.

HoldCo has been recently incorporated in connection with the proposed mergers and has no operating history or revenues. This joint proxy statement/prospectus includes unaudited pro forma condensed combined financial information for HoldCo, which we refer to as the pro forma financial statements, that combine the audited historical consolidated financial statements of Xperi for the year ended December 31, 2019, with the

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audited historical consolidated financial statements of TiVo for the year ended December 31, 2019, in each case, adjusted to give effect to the mergers, and should be read in conjunction with such financial statements and accompanying notes which are incorporated by reference in this joint proxy statement/prospectus. The unaudited pro forma condensed combined balance sheet of HoldCo as of December 31, 2019, combines the audited historical balance sheets of Xperi and TiVo as of December 31, 2019, and gives pro forma effect to the mergers as if they had been consummated on December 31, 2019. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019, combines the Xperi and TiVo audited consolidated statements of operations for the fiscal year ended December 31, 2019, giving effect to the mergers as if they had been consummated on January 1, 2019. The pro forma financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. The pro forma condensed combined financial information reflects adjustments that were developed using preliminary estimates based on available information and various assumptions, and may be revised as additional information becomes available. The pro forma financial statements do not include, among other things, estimated cost or growth synergies, adjustments related to restructuring or integration activities, future acquisitions or disposals not yet known or probable, including those that may be required by regulatory or governmental authorities in connection with the mergers, or impacts of merger related change in control provisions that are currently not factually supportable and/or probable of occurring. Therefore, the pro forma financial statements are presented for informational purposes only and are not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the mergers been completed on the dates indicated. The final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. Accordingly, HoldCo’s business, assets, results of operations and financial condition may differ significantly from those indicated by the pro forma financial statements included in this joint proxy statement/prospectus. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

The financial analyses and forecasts considered by Xperi and TiVo and their respective financial advisors may not be realized, which may adversely affect the market price of HoldCo common stock following the completion of the mergers.

In performing their financial analyses and rendering their opinions regarding the fairness, from a financial point of view, of the Xperi exchange ratio and TiVo exchange ratio, as applicable, the respective financial advisor to Xperi and TiVo relied on, among other things, internal stand-alone financial analyses and forecasts as separately provided to each respective financial advisor by Xperi and TiVo. See “Adoption of the Merger Agreement—Financial Forecasts—Certain TiVo Forecasts” and “Adoption of the Merger Agreement—Financial Forecasts—Certain Xperi Forecasts.” These analyses and forecasts were prepared by, or as directed by, the managements of Xperi or TiVo, as applicable. None of these analyses or forecasts were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, U.S. GAAP, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These projections are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Xperi and TiVo. As a result of these contingencies, there can be no assurance that the prospective financial forecasts of Xperi or TiVo will be realized or that actual results will not be significantly higher or lower than projected. In view of these uncertainties, the inclusion of the prospective financial forecasts of Xperi and TiVo in this joint proxy statement/prospectus should not be regarded as an indication that the Xperi board, the TiVo board, Xperi, TiVo, HoldCo, Centerview, LionTree or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results.

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Combining the businesses of Xperi and TiVo may be more difficult, costly or time-consuming than expected, which may adversely affect the combined company’s results and negatively affect the value of HoldCo common stock following the mergers.

Xperi and TiVo have entered into the merger agreement because each believes that the mergers will be beneficial to its respective company and stockholders, as applicable, and that combining the businesses of Xperi and TiVo will produce benefits and cost savings. Xperi and TiVo have historically operated as independent companies and will continue to do so until the completion of the mergers. Following the completion of the mergers, HoldCo’s management will need to integrate Xperi’s and TiVo’s respective business. The combination of two independent businesses is a complex, costly and time-consuming process and the management of the combined company may face significant challenges in implementing such integration, many of which may be beyond the control of management, including, without limitation:

Some of these factors will be outside of the control of Xperi and TiVo and any one of them could result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue which could materially impact our business, financial conditions and results of operations. The integration process and other disruptions resulting from the mergers may also adversely affect the combined company’s relationships with employees, suppliers, customers, distributors, licensors and others with whom Xperi and TiVo have business or other dealings, and difficulties in integrating the businesses or regulatory functions of Xperi and TiVo could harm the reputation of the combined company.

If the combined company is not able to successfully combine the businesses of Xperi and TiVo in an efficient, cost-effective and timely manner, the anticipated benefits and cost savings of the mergers may not be realized fully, or at all, or may take longer to realize than expected, and the value of HoldCo common stock, the revenue, levels of expenses and results of operations may be affected adversely. If the combined company is not able to adequately address integration challenges, the combined company may be unable to successfully integrate Xperi’s and TiVo’s operations, or realize the anticipated benefits of the transactions.

Whether or not the mergers are completed, the announcement and pendency of the mergers will divert significant management resources to complete the mergers, which could have an adverse effect on their respective businesses, financial results, and/or market prices.

Whether or not the mergers are completed, the announcement and pendency of the mergers could cause disruptions in the businesses of Xperi and TiVo by directing the attention of management of each of Xperi and

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TiVo toward the completion of the mergers. Xperi and TiVo have each diverted significant management resources in an effort to complete the mergers and are each subject to restrictions contained in the merger agreement on the conduct of their respective businesses. If the efforts and actions required of Xperi and TiVo in order to consummate the mergers and the other transactions contemplated by the merger agreement are more difficult, costly or time consuming than expected, such efforts and actions could result in the additional diversion of each company’s management’s attention and resources or the disruption or interruption of, or the loss of momentum in, each company’s ongoing businesses, which could adversely affect the business and financial results of Xperi or TiVo, as applicable. If the mergers are not completed, Xperi and TiVo will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

HoldCo’s future results will suffer if it does not effectively manage its expanded operations following the mergers.

Following the mergers, the size of the business of HoldCo will increase significantly beyond the current size of either Xperi or TiVo’s current businesses. HoldCo’s future success depends, in part, upon its ability to manage this expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurance that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements and other benefits currently anticipated from the mergers.

HoldCo will incur significant costs in connection with the integration of the combined company.

There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the mergers. While both Xperi and TiVo have assumed that a certain level of expenses would be incurred in connection with the mergers and the other transactions contemplated by the merger agreement, there are many factors beyond their control that could affect the total amount of, or the timing of, anticipated expenses with respect to the integration and implementation of the combined businesses.

There may also be additional unanticipated significant costs in connection with the mergers that the combined company may not recoup. These costs and expenses could reduce the benefits and additional income HoldCo expects to achieve from the mergers. Although HoldCo expects that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

The combined company will be exposed to the risks related to international sales and operations.

Xperi and TiVo each derive a large portion of their total revenue from operations outside of the United States. For example, for the fiscal year ended December 31, 2019, Xperi derived approximately 74% of its total revenue from sales to customers outside of the United States and TiVo derived approximately 33% of its total revenue from sales to customers outside of the United States. Therefore, the combined company will have exposure to risks of operating in many foreign countries, including:

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Any one or more of the above factors could adversely affect the international operations of the combined company and could significantly affect the combined company’s results of operations, financial condition and cash flows.

The results of operations of the combined company will be dependent to a large extent upon the global economy. Geopolitical factors such as terrorist activities, armed conflict or global health conditions that adversely affect the global economy may adversely affect the operating results and financial condition of the combined company.

Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, legislation enacted in 2017, informally known as the Tax Cuts and Jobs Act, enacted many significant changes to the U.S. tax laws. Future guidance from the IRS and other tax authorities with respect to the Tax Cuts and Jobs Act may affect us, and certain aspects of the Tax Cuts and Jobs Act could be repealed or modified in future legislation. In addition, it is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act or any newly enacted federal tax legislation. Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Cuts and Jobs Act or future reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense.

Our ability to use net operating losses to offset future taxable income may be subject to limitations.

As of December 31, 2019, TiVo had U.S. federal and state net operating losses of approximately $1.0 billion and $1.1 billion. A portion of the federal and state net operating loss carryforwards will begin to expire, if not utilized, in 2020. Net operating losses that expire unused will be unavailable to offset future income tax liabilities. Under the Tax Cuts and Jobs Act, federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. It is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act. In addition, under Sections 382 and 383 of the Code and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than fifty-percent (50%) change, by value, in its equity ownership over a three (3)-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. TiVo or HoldCo may experience ownership changes in the future as a result of subsequent shifts in TiVo’s or HoldCo’s stock ownership, some of which may be outside of TiVo’s or HoldCo’s control. If an ownership change occurs and HoldCo’s ability to utilize TiVo’s net operating loss carryforwards is materially limited, it

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would harm HoldCo’s future operating results by effectively increasing HoldCo’s future tax obligations. In addition, at the state level, there may be periods during which the use of net operating loss carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed by HoldCo.

Use of HoldCo stock for future acquisitions may be limited.

HoldCo’s ability to use HoldCo stock for future acquisitions without triggering an ownership change for the purposes of Sections 382 and 383 of the Code will likely be limited for three (3) years following the mergers.

Stock transfer restrictions in the HoldCo certificate of incorporation may act as an anti-takeover device.

The HoldCo certificate of incorporation includes certain transfer restrictions intended to preserve certain tax attributes of TiVo. Such transfer restrictions include transfer restrictions that apply to future transfers made by 4.91% stockholders, transferees related to a 4.91% stockholder, transferees acting in coordination with a 4.91% stockholder, or transfers that would result in a stockholder becoming a 4.91% stockholder in order to avoid potential limitation of such tax attributes pursuant to Section 382 of the Code. Such transfer restrictions will expire on the earlier of (i) the repeal of Section 382 or any successor statute if the HoldCo board of directors determines that such restrictions are no longer necessary or desirable for the preservation of certain tax benefits, (ii) the beginning of a taxable year to which the HoldCo board of directors determines that no tax benefits may be carried forward, (iii) the third anniversary of the mergers, or (iv) such other date as the HoldCo board of directors shall fix in accordance with the certificate of incorporation.

The transfer restrictions described above could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, a large block of our common stock. This may adversely affect the marketability of our common stock by discouraging existing or potential investors from acquiring our stock or additional shares of our stock. It is also possible that the transfer restrictions could delay or frustrate the removal of incumbent directors and could make more difficult a merger, tender offer or proxy contest involving us, or impede an attempt to acquire a significant or controlling interest in us, even if such events might be beneficial to us and our stockholders.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, consumers and other third parties due to the combination of Xperi’s business and TiVo’s business following the merger. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

Risks Related to Xperi’s Business

You should read and consider risk factors specific to Xperi’s businesses that will also affect the combined company after the completion of the mergers. These risks are described in Part I, Item 1A of Xperi’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in other documents that are incorporated by reference into this document. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint proxy statement/prospectus.

Risks Related to TiVo’s Business

You should read and consider risk factors specific to TiVo’s businesses that will also affect the combined company after the completion of the mergers. These risks are described in Part I, Item 1A of TiVo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in other documents that are incorporated by reference into this document. See “Where You Can Find More Information” for the location of information incorporated by reference in this joint proxy statement/prospectus.

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THE COMPANIES

Xperi Corporation

Xperi Corporation

3025 Orchard Parkway

San Jose, California 95134

Telephone: (408) 321-6000

Xperi Corporation licenses its innovative products, technologies and inventions to global electronics companies which, in turn, integrate the technologies into their own consumer electronics and semiconductor products. Xperi’s technologies and inventions are widely adopted and used every day by millions of people. Xperi’s audio and imaging technologies have shipped in billions of devices for the home, mobile and automotive markets. Xperi’s semiconductor packaging and interconnect technologies have been licensed to more than 100 customers and have shipped in over a hundred billion semiconductor chips.

Xperi common stock is listed on Nasdaq under the symbol “XPER.”

Additional information about Xperi and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 201.

TiVo Corporation

TiVo Corporation

2160 Gold Street

San Jose, California 95002

Telephone: (408) 519-9100

TiVo Corporation provides an intellectual property portfolio and products to help consumers enjoy watching their favorite entertainment. TiVo’s technologies enable an integrated entertainment experience, making entertainment content easy to find, watch and enjoy. TiVo’s product business serves up the best movies, video and shows from across live TV, on demand, streaming services and countless apps, helping people discover what to watch as they wish. For content creators and advertisers, TiVo’s machine learning for personalized content recommendations, conversational voice solution and targeted advertising methodologies help deliver a passionate group of watchers to increase viewership and engagement across online video, TV and other entertainment viewing platforms. TiVo’s intellectual property business provides a global portfolio of thousands of patents that underlie this entertainment platform as well as across the broader video landscape.

TiVo common stock is listed on Nasdaq under the symbol “TIVO.”

Additional information about TiVo and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 201.

XRAY-TWOLF HoldCo Corporation

XRAY-TWOLF HoldCo Corporation

c/o Xperi Corporation

3025 Orchard Parkway

San Jose, California 95134

Telephone: (408) 321-6000

c/o TiVo Corporation

2160 Gold Street

San Jose, California 95002

Telephone: (408) 519-9100

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XRAY-TWOLF HoldCo Corporation is a Delaware corporation that is jointly owned by Xperi and TiVo and was formed on December 17, 2019 for the purpose of effecting the mergers. To date, HoldCo has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement in connection with the mergers.

As of the completion of the mergers, Xperi and TiVo will each become subsidiaries of HoldCo and HoldCo common stock will be listed on Nasdaq under the symbol “XPER.” The business of HoldCo will be the combined businesses currently conducted by Xperi and TiVo.

Xperi Merger Sub Corporation

Xperi Merger Sub Corporation

c/o Xperi Corporation

3025 Orchard Parkway

San Jose, California 95134

Telephone: (408) 321-6000

c/o TiVo Corporation

2160 Gold Street

San Jose, California 95002

Telephone: (408) 519-9100

Xperi Merger Sub Corporation is a Delaware corporation and wholly owned subsidiary of HoldCo that was formed on December 17, 2019 for the purpose of effecting the mergers. To date, Xperi Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement in connection with the mergers. Pursuant to the merger agreement, Xperi Merger Sub will be merged with and into Xperi, with Xperi surviving the merger as a subsidiary of HoldCo.

TiVo Merger Sub Corporation

TiVo Merger Sub Corporation

c/o Xperi Corporation

3025 Orchard Parkway

San Jose, California 95134

Telephone: (408) 321-6000

c/o TiVo Corporation

2160 Gold Street

San Jose, California 95002

Telephone: (408) 519-9100

TiVo Merger Sub Corporation is a Delaware corporation and wholly owned subsidiary of HoldCo that was formed on December 17, 2019 for the purpose of effecting the mergers. To date, TiVo Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement in connection with the mergers. Pursuant to the merger agreement, TiVo Merger Sub will be merged with and into TiVo, with TiVo surviving the TiVo merger as a subsidiary of HoldCo.

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XPERI PROPOSAL 1 AND TIVO PROPOSAL 1:

ADOPTION OF THE MERGER AGREEMENT

The Mergers

At the effective time, Xperi Merger Sub will be merged with and into Xperi, with Xperi surviving the Xperi merger as a subsidiary of HoldCo, and TiVo Merger Sub will be merged with and into TiVo, with TiVo surviving the TiVo merger as a subsidiary of HoldCo. As a result, among other things, HoldCo will become the ultimate parent of Xperi, TiVo and their respective subsidiaries.

Subject to the terms and conditions set forth in the merger agreement, Xperi stockholders will have the right to receive, with respect to each share of Xperi common stock they hold at the effective time, one (1) share of HoldCo common stock and TiVo stockholders will have the right to receive, with respect to each share of TiVo common stock they hold at the effective time, 0.455 shares of HoldCo common stock, with cash paid in lieu of fractional shares of HoldCo common stock.

The merger agreement does not contain any provision that would adjust the applicable exchange ratios based on fluctuations in the market value of either company’s common stock. Because of this, the implied value of the stock consideration to Xperi stockholders and TiVo stockholders will fluctuate between now and the completion of the mergers and will depend on the market value of HoldCo common stock at the time the mergers are completed, which will in turn be affected by the market value of the Xperi and TiVo common stock at such time.

Background of the Mergers

The management and boards of directors of Xperi and TiVo have regularly reviewed their respective companies’ results of operations and competitive positions in the industries in which they operate as well as the strategic options of their businesses in light of economic and regulatory conditions, among other things, including whether the continued execution of their respective strategies as stand-alone companies or the possible sale to, or a combination with, a third party offers the best avenue to enhance stockholder value.

As part of this review for TiVo, in February 2018, representatives of LionTree had discussions with the TiVo board regarding TiVo’s position in the industry, valuation perspectives and the range of strategic and financial alternatives available to TiVo, including, but not limited to, potential strategic acquisitions, potential dispositions, potential business combinations and other scenarios available to TiVo. Following such discussions, on February 27, 2018, TiVo announced its fourth quarter and full year 2017 financial results and concurrently announced that TiVo had begun a process of evaluating a wide range of strategic alternatives to realize long-term stockholder value. Over the next fourteen months, prior to commencing discussions with Xperi, TiVo engaged in a variety of discussions with 48 potential counterparties regarding potential transactions including the sale of TiVo as a whole, the sale of TiVo’s IP Licensing business, the sale of TiVo’s Product business, and potential strategic investments in TiVo as a stand-alone company, among others. Of such 48 potential counterparties, 27 were strategic and 21 were private equity/financial. TiVo executed nondisclosure agreements with a total of 26 of such potential counterparties. After providing confidential information on its business, TiVo received nine preliminary offers including offers for TiVo’s whole business, parts of its business and other offers as to different transactions including minority convertible preferred stock financing transactions, and the strategic committee of the TiVo board, a standing committee of the TiVo board not formed for the purpose of evaluating any specific transaction and consisting of directors Hartenstein, Rau (prior to his service and again after his service as TiVo’s interim chief executive officer) and Welling, together with representatives of LionTree and TiVo, engaged in multiple discussions with the various potential counterparties over time. None of the discussions, resulted in a mutually agreeable transaction for various reasons, including among others (i) the TiVo board’s perception that some of the proposed transactions lacked certainty of completion, (ii) the TiVo board’s perception that, in a sale of either TiVo’s IP Licensing business or a sale of TiVo’s whole business, the full value potential of the IP

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Licensing business and the whole business was likely not being captured by some of the proposed transactions based on TiVo’s ongoing intellectual property litigation, and (iii) the TiVo board’s perception of complexities involving certain potential counterparties with respect to the timing on which the counterparties could proceed with a transaction and attendant uncertainties and thus risks to TiVo presented by such timing. While the wide-ranging discussions did not result in a mutually agreeable transaction with any of such potential counterparties, such discussions informed the TiVo board of, among other things, the market’s perception, prospects and potential future strategic interest relating to each of TiVo’s IP Licensing and Product businesses on both a combined and independent basis.

As part of this review for Xperi, in October 2018 Xperi began working with a nationally recognized investment bank to explore the potential sale of Xperi’s IP licensing business based on Xperi’s view that separating its product licensing and IP licensing businesses could better position each of them to independently pursue their own strategic initiatives. Between October 2018 and May 2019 Xperi contacted 20 potential buyers and executed nondisclosure agreements with 11 of them. After providing confidential information on its IP licensing business, Xperi received three preliminary offers for this business, none of which resulted in a mutually agreeable transaction due, in part, to none of the potential buyers ascribing a valuation to Xperi’s IP licensing business in excess of its cumulative existing under contract net cash flows. Ultimately, Xperi discontinued this sale process and the engagement with the nationally recognized investment bank was subsequently terminated.

On May 9, 2019, concurrently with TiVo’s announcement of its first quarter 2019 financial results, TiVo announced its plans to separate the IP Licensing and Product businesses. Informed by the extensive strategic alternatives review process, this decision was based on the belief that both businesses would be better positioned independently. However, the TiVo board expressed its continuing openness to strategic transactions that could create additional stockholder value, and discussions continued with potential counterparties with respect to various potential transactions over the ensuing six months. TiVo also continued its efforts to separate its IP Licensing and Product businesses during such time period.

On June 6, 2019 representatives of TiVo contacted Xperi to discuss a potential transaction involving TiVo’s IP licensing business. Shortly thereafter, TiVo and Xperi entered into a non-disclosure agreement on June 14, 2019 to facilitate further discussions regarding TiVo’s IP licensing business.

On July 9, 2019 representatives of TiVo made a management presentation on its IP licensing business to representatives of Xperi in Calabasas, California, following which Xperi was provided access to an electronic data room containing select business and legal diligence documents.

On July 25, 2019 the TiVo board met and received an update from representatives of LionTree on the current status of certain discussions with third parties related to strategic alternatives for each of the IP Licensing and Product businesses. Representatives from LionTree reviewed its summary of negotiations to date and analysis of the financial terms contained in (1) two non-binding indications of interest for the sale of the IP licensing business submitted by two potential counterparties (one strategic and one financial), and (2) one proposal for the acquisition of certain assets of the Product business. Xperi did not submit an indication of interest. After discussion of each of the proposals, the TiVo board authorized a counterproposal to the strategic counterparty with respect to the sale of the IP licensing business. While discussions occurred with such counterparty over the ensuing approximately six weeks, the counterparty ultimately decided not to pursue the proposed transaction.

In August, 2019 Xperi began working with, and subsequently engaged, Centerview to evaluate a range of potential strategic transactions, including, but not limited to, a potential separation of Xperi’s IP licensing and product licensing businesses as well as various other business combination transactions. As part of this evaluation, Centerview worked with Xperi to evaluate a range of strategic transactions involving TiVo, including a business combination transaction structured as an all-stock merger of equals transaction with TiVo followed by a separation of the combined company’s IP and Product businesses. On August 8, 2019 the Xperi board met and

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approved engaging Centerview as financial advisor due, in part, to the fact that the Xperi board had familiarity with Centerview based on a prior engagement and believed Centerview would be a good fit for this engagement and their knowledge of Xperi, expertise in the technology sector and experience in advising on complex strategic transactions. In making its decision, the Xperi board noted that Centerview did not have any prior relationships with TiVo.

On August 12, 2019, representatives of Xperi communicated to representatives of TiVo that Xperi was interested in continuing discussions regarding a range of potential transactions with TiVo and that Xperi was working with Centerview to assist them with evaluating such transactions.

In the following weeks, representatives of Centerview and LionTree had several conversations regarding potential transactions involving Xperi and TiVo during which LionTree provided additional detail regarding, among other things, the standalone separation plan TiVo was pursuing and the related timeline. In these discussions, Centerview indicated that Xperi had also considered a range of strategic alternatives, including a separation of its IP licensing and product businesses. Centerview also outlined the potential for a business combination transaction followed by a subsequent separation of the combined company’s IP and Product businesses.

On August 28, 2019, Mr. Kirchner called Mr. Shull to discuss potential transactions involving Xperi and TiVo. Mr. Kirchner and Mr. Shull agreed to reconvene in person at TiVo’s offices to discuss these transaction alternatives further.

On August 30, 2019, the Chief Executive Officers of Xperi and TiVo held a meeting to discuss the value proposition and growth potential of each of their respective companies and how a potential business combination transaction between Xperi and TiVo could enhance such strategic priorities. The Chief Executive Officers agreed to continue discussions and have further preliminary discussions with their legal and financial advisors and boards of directors.

On September 5, 2019, Mr. Shull and representatives of LionTree discussed with the TiVo strategic committee, on a telephone conference call, high level views on Xperi based on public information. Following the discussion, the strategic committee recommended continuing discussions regarding a potential business combination transaction between the two companies, while continuing to move forward on the previously announced separation of its IP Licensing and Product businesses.

On September 8, 2019, representatives from LionTree held a telephone conference call with representatives from Centerview during which LionTree informed Centerview that the TiVo board had authorized TiVo’s management to continue discussions with Xperi regarding potential transactions involving the two companies.

On September 9, 2019, the Chief Executive Officers of Xperi and TiVo held a telephone conference call to further discuss the strategic rationale of potential transactions involving the two companies.

On September 10, 2019, Xperi and TiVo entered into an amendment to the nondisclosure agreement to enable a greater mutual exchange of information between the parties in support of their consideration of potential transactions between the two companies.

On September 17, 2019, representatives of TiVo, Xperi, LionTree and Centerview held an in-person meeting where the management of TiVo and Xperi each made presentations with respect to their respective IP Licensing and Product businesses, operations and prospects. At this meeting, Centerview also outlined the preliminary framework and timetable for a potential business combination, including a potential subsequent separation of the then-combined IP Licensing and Product businesses. In addition, further diligence information was shared between the parties at the meeting.

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Following the foregoing management presentations, during the last two weeks of September, Xperi’s and TiVo’s management discussed with their respective boards and financial advisers the advisability of continuing discussions regarding a potential business combination transaction and the potential subsequent separation of the combined IP licensing and product businesses thereafter. Following these discussions, Xperi and TiVo each confirmed that they should collectively continue to evaluate a potential transaction, in particular the strategic fit and potential for revenue and cost synergies as a result of the combination as well as the feasibility and benefits of a potential future separation of the combined product and IP businesses.

On September 23, 2019, Mr. Kirchner and Mr. Shull met for dinner in Calabasas, California, followed by in-person meetings on September, 24 to discuss transaction structures for a potential business combination between TiVo and Xperi as well as potential strategy on integration of the two companies.

In late September and October 2019, representatives of TiVo, Xperi, LionTree and Centerview held several telephone conference calls and in-person meetings to continue their respective preliminary diligence exercises, including a review of Xperi’s IP and product revenue and financial plans, TiVo’s financial plan and IP litigation status, TiVo’s separation considerations and tax matters related thereto. The parties worked collaboratively to identify and quantify the potential revenue synergies and cost synergies from the proposed business combination transaction. The parties also provided each other with their respective financial models and engaged in a review and discussions around those respective models. The Xperi model was a preliminary long range plan for 2020-2024 with the caveat that the Xperi board had not yet approved the shared models and that it would be considered in the October 29 meeting as part of Xperi’s regular planning cycle. The final board-approved long range plan was provided to TiVo on October 29. The TiVo model was a preliminary long range plan for 2020-2022 for the TiVo Product and IP Licensing businesses on a separated basis, with the caveat that the TiVo board had not yet approved the shared models and that it would be considered in the TiVo board’s November meeting as part of TiVo’s regular planning cycle. The final board-approved long range plan was provided to Xperi on November 14, 2019. As part of these discussions, TiVo and representatives of LionTree indicated that, in light of their planned separation as well as the potential proceeds they expected as a result of a future resolution of certain pending litigation matters, in order for the TiVo board to consider a potential all-stock combination transaction, TiVo stockholders would either require a form of contingent-value right or would need to own substantially more than 50% of the combined company (which would have implied a premium to their then-current share price based on the prevailing trading prices of Xperi and TiVo at such time).

On October 1, 2019, Mr. Kirchner and Mr. Shull met in San Francisco, California to further discuss revenue synergies, strategies on the proposed business separations and restructuring and also execution complexity and timing for a potential transaction between the two companies.

On October 29, 2019, the Xperi board met by telephone to discuss the status of discussions with TiVo. Representatives of Centerview and Skadden attended. Management presented the preliminary long-range plan for 2020-2024 previously provided to TiVo and, following discussions, the Xperi board approved such forecasts. Xperi management also reviewed for the Xperi board the strategic rationale for a combination with TiVo as well as the potential financial synergies that were developed in collaboration with TiVo management. Representatives of Centerview discussed a range of strategic alternatives available to Xperi, including a potential combination with TiVo. Representatives of Centerview reviewed the pro forma implications of a potential transaction based on the financial forecasts provided by TiVo and Xperi in addition to the estimated synergies that may be realized by such a combination. Representatives from Centerview also noted that the business combination transaction with TiVo was consistent with Xperi’s independent strategy to separate its product licensing and IP licensing businesses. To facilitate Xperi board’s evaluation of the proposed business combination transaction in comparison to Xperi’s stand-alone business plans and related valuation, the Xperi board instructed management to prepare an alternative financial forecast scenario for Xperi that reflected management’s view of the prospects for Xperi’s IP licensing business assuming minimal investment by Xperi in its IP licensing business to support the monetization of its existing IP portfolio and no new investments to expand the IP portfolio and disposals of certain of Xperi’s IP assets. This alternative scenario was being actively considered by Xperi’s management and

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the Xperi board following the failure of the sales process as a means to maximize stockholder value and the Xperi board believed that it was important to compare any potential transaction to such case. The Xperi board also instructed Xperi’s management to evaluate TiVo’s financial forecasts and consider adjustments that Xperi management believed to be appropriate. At the end of the meeting, Xperi’s directors unanimously authorized Xperi’s management and Centerview to continue working on an analysis of an all-stock merger of equals transaction in conjunction with TiVo and its advisors, but not propose any specific transaction terms at this time.

On October 30, 2019, representatives of LionTree provided an initial briefing to TiVo’s strategic committee on a potential business combination transaction with Xperi, including a review of certain preliminary valuation analyses. TiVo management also shared with the strategic committee initial perspectives on fit and synergies.

On November 4, 2019, the Xperi board met by telephone to discuss the status of discussions with TiVo. Representatives of Centerview and Skadden attended. Messrs. Kirchner and Pernin reported that Xperi’s management continued to work with Centerview to evaluate an all-stock merger of equals transaction that would enable Xperi and TiVo to combine their respective IP licensing and product businesses and thereafter split the combined IP licensing businesses and product businesses into two separate companies. Messrs. Kirchner and Pernin also described the status of discussions and information exchanges with TiVo regarding the proposed transaction, noting that both parties continued to evaluate the merits of the transaction from a strategic and financial point of view, but neither party had made any final determinations regarding the transaction or specific proposals on transaction terms. As previously discussed with the Xperi board, management reviewed the alternative financial forecast scenario for Xperi as well as a risk-adjusted case for TiVo as requested by the Xperi board in their prior meeting. After discussion of the financial forecasts, representatives from Centerview presented a preliminary pro forma financial analysis of the transaction based on the various financial forecasts, consistent with the preliminary pro forma financial analysis previously presented to the Xperi board at its meeting on October 29, 2019. After discussion, the Xperi board, Xperi’s management and Centerview discussed next steps. A representative from Centerview noted that TiVo had a board meeting on November 6, 2019 and intended to issue earnings on November 7, 2019 while Xperi was issuing earnings on November 6, 2019. After discussion, the Xperi board unanimously authorized Xperi’s management and Centerview to continue working on an analysis of an all-stock merger of equals transaction in conjunction with TiVo and its advisors assuming that such transaction would not imply a premium to TiVo of more than 20%, but not to propose any specific transaction terms at this time.

On November 5, 2019, Mr. Kirchner communicated to Mr. Shull and Centerview informed representatives of LionTree that Xperi was authorized to continue evaluating a potential all-stock merger of equals transaction and provided verbal guidance that Xperi would be prepared to consider a transaction that implied a premium to TiVo’s then-current share price based on the prevailing trading prices of Xperi and TiVo at such time of up to approximately 20% in order to move forward.

On November 6, 2019, representatives of LionTree had a detailed discussion with the TiVo board regarding its preliminary valuation analyses on Xperi, TiVo and a potential combined company, certain transaction considerations and the status of financial due diligence. After such discussions, TiVo board resolved that TiVo should continue its due diligence of Xperi in order to properly evaluate a proposal, if received. As part of these discussions, the TiVo board continued its evaluation of other strategic transactions, including an indication of interest in the potential sale of the TiVo Product business as a separate transaction and the risks to TiVo and its stockholders associated with such offer.

Following the November 6, 2019 meeting, the strategic committee of the TiVo board instructed representatives of LionTree to communicate to Centerview that TiVo was prepared to consider a transaction that would result in TiVo stockholders owning 55-57.5% fully diluted ownership of the combined company, which was subsequently communicated by representatives of LionTree to Centerview. Further, LionTree requested to Centerview that, should Xperi decide to pursue a transaction on that basis, Xperi should submit a formal proposal to TiVo so that it would be in a position to evaluate it relative to its current plan to independently separate its

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product and IP businesses. At the time, representatives of LionTree also indicated, at the direction of the TiVo board, that TiVo would need to engage third-party experts and complete additional due diligence on Xperi before it could evaluate any proposal from Xperi. Diligence discussions between the parties continued in the first half of November, with considerable efforts focused on the associated value drivers for the transaction, and Xperi and TiVo’s management’s collective identification and validation of potential cost and revenue synergies.

On November 11, 2019, Mr. Kirchner and Mr. Shull, along with TiVo board members Raghavendra Rau and Glenn Welling, met for dinner in Costa Mesa, California. The dinner afforded the TiVo board members an opportunity to discuss with Mr. Kirchner his views of, and Xperi’s rationale for, the potential business combination between the two companies, his vision for the combined company and his leadership abilities and style.

On November 18, 2019, the Xperi board met by telephone to discuss the status of discussions with TiVo. Representatives of Centerview and Skadden attended. Mr. Kirchner updated the Xperi board on Xperi’s ongoing discussions with TiVo regarding a potential all-stock transaction and noted significant progress on mutual due diligence had been made since the last update to the Xperi board, allowing for a more refined pro forma financial analysis of the combined company. Mr. Kirchner observed that both companies continued to evaluate the merits of an all-stock transaction from a strategic and financial point of view, but neither party had made any specific proposals on transaction terms. Mr. Kirchner further noted that TiVo’s management and the TiVo board intended to make a decision on whether to independently split its product and IP licensing businesses in the near future and therefore it was important for the Xperi board to provide clear direction to Xperi’s management and Centerview on how to proceed with respect to the proposed transaction. Representatives from Centerview then presented a financial analysis of the potential all-stock transaction, including a comparison of each company’s trading statistics and multiples, Xperi management’s projections of each company’s future financial results, estimated synergy opportunities from the transaction, a pro forma view of the financial aspects of the business combination (including a preliminary contribution analysis for the combined business) and a pro forma view of the future financial prospects of the combined company (with and without synergies). Following this presentation and discussion on the valuations, representatives from Centerview presented an analysis of exchange ratios and implied ownership sensitivities for a business combination of the two companies. The Xperi board considered the likelihood of the scenarios previously discussed and evaluated the implications of various exchange ratios on Xperi’s stockholders, stock price, transaction premium, relative valuation and transaction structure. Representatives of Skadden provided the Xperi board with an overview of their fiduciary duties under Delaware law. After the discussion, the Xperi board reached a consensus view that it required further information in order to further evaluate the proposed all-stock transaction and to decide whether, and on what terms, to make a proposal to TiVo on specific transaction structure and terms. In particular, the Xperi board wanted Xperi’s management and Centerview to do additional work relating to the combined company’s product business strategy and financial forecasts. The Xperi board instructed Xperi’s management and Centerview to provide further information and analysis on the combined company’s product business and to reconvene as soon as practicable with all members of the Xperi board present to further consider the potential all-stock transaction.

On November 19, 2019, the Xperi board reconvened by telephone to discuss whether, and on what terms, to make a proposal to TiVo regarding specific transaction terms for a potential all-stock merger of equals transaction. Representatives of Centerview and Skadden attended. Mr. Kirchner then outlined and highlighted various aspects of the strategic rationale for the business combination transaction with particular focus on the ways in which the business combination would position the combined company’s product business to capitalize on convergence in the media and technology industries, to migrate from a device-centric business to a consumer-centric subscription business and to harvest revenue synergies by cross-selling a wider spectrum of products to their broad roster of partners and customers. In this regard, Mr. Kirchner described the competitive advantages of TiVo’s products and highlighted the manner in which the combined company could enhance the value of those products in the marketplace when combined with Xperi’s own product offerings. Mr. Kirchner also noted that the business combination would enable the combined company’s IP licensing business to generate more stable returns through greater scale and investment. Finally, Mr. Kirchner noted that the potential all-stock transaction

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provided a more compelling path for the structural separation of the combined company’s product and IP licensing businesses than either company could achieve on their own. Representatives from Centerview then presented a summary of Centerview’s financial analysis of the transaction, with a particular focus and additional detail on TiVo’s product business, the combined company’s product business, as well as valuation implications of combining the two company’s product businesses. Representatives from Centerview also provided additional analysis and detail on TiVo’s IP licensing business and the combined company’s IP licensing business, as well as valuation implications of combining the two company’s IP licensing businesses. Directors asked questions regarding Centerview’s analysis and a discussion ensued. The Xperi board discussed the fact that the strategic and financial underpinnings of the proposed business combination transaction depended, in part, on the combined company’s ability to harvest synergies through the combination and much of the value upside for Xperi’s stockholders depended, in part, on the successful execution of the plan presented by Xperi’s management. The Xperi board discussed the fact that the management of the combined company would be an important factor in the Xperi board’s comfort with the potential all-stock transaction. Discussion ensued and the Board reached consensus that the potential all-stock transaction should contemplate that Xperi’s senior management would run the combined company. Following the discussion, the Xperi board authorized Xperi’s management and Centerview to negotiate with TiVo a potential exchange ratio for an all-stock merger transaction with TiVo that would result in Xperi’s stockholders owning not less than 46% of the pro forma equity ownership of the combined company. The Xperi board also instructed management to confirm with TiVo that Xperi’s directors would comprise a majority of the combined company’s board of directors and that the combined senior management would primarily be from Xperi.

Later on November 19, 2019, Mr. Kirchner called Mr. Shull and proposed an all-stock merger-of-equals transaction with TiVo at an exchange ratio of 0.430 shares of the combined company stock for each TiVo share, which would result in TiVo stockholders owning approximately 52.5% of the combined company and Xperi stockholders owning approximately 47.5% of the combined company at the closing of the transaction. Xperi subsequently presented TiVo with a letter of intent reflecting such terms. As part of this letter of intent, Xperi requested a three-week exclusivity period in which to conduct detailed mutual due diligence review and negotiate transaction documents. Details on the management and governance of the combined company was not included in the letter of intent.

On November 20, 2019, representatives of LionTree provided an initial review of the Xperi letter of intent to the TiVo board’s strategic committee, including a review of preliminary valuation analyses. On November 22, 2019 the TiVo board held a meeting to review the offer from Xperi, during which representatives of LionTree discussed its updated preliminary valuation and combination analysis. The TiVo board considered the initial due diligence review perspectives from TiVo management, the terms of the offer and key components thereof. Following such consideration and discussion among the TiVo board members, the TiVo board provided perspectives with respect to a counterproposal at an exchange ratio of 0.480. Following such discussion, the TiVo board instructed TiVo’s Chief Executive Officer, David Shull, and representatives of LionTree to communicate a counterproposal to representatives of Xperi on terms within certain parameters authorized by the TiVo board and that are reviewed and approved by strategic committee and, if Xperi agrees to proceed on terms within such authorized financial parameters, proceed into a three-week period of exclusive discussions with Xperi. At the direction of the TiVo board, representatives of LionTree communicated TiVo’s counteroffer to Centerview following the board meeting. Mr. Shull subsequently communicated these terms and the rationale behind TiVo’s counteroffer to Xperi’s Chief Executive Officer, Jon Kirchner, via telephone conference call.

After consulting with Centerview, on November 24, 2019 Mr. Kirchner responded to TiVo’s counter-proposal by indicating to Mr. Shull that Xperi would be prepared to improve the exchange ratio for transaction to 0.450 combined company shares for share of TiVo common stock, conditioned upon entering into exclusivity as previously proposed.

On November 25, 2019, Mr. Shull called Mr. Kirchner to propose a revised exchange ratio of 0.470, but indicated that TiVo could potentially support a transaction at an exchange ratio of 0.460.

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Following receipt of TiVo’s revised proposal, Mr. Kirchner updated the Xperi board on the negotiations. Mr. Kirchner recommended that the Xperi board authorize him to propose an exchange ratio of 0.455 as a “best and final” offer, implying that each TiVo stockholder would receive 0.455 shares in the combined company for each share of TiVo common stock held by it and that Xperi stockholders would retain 46.5% of the pro forma equity ownership of the combined company. Mr. Kirchner noted that this pro forma equity ownership of the combined company was within the range authorized by the Xperi board on November 19. The Xperi board authorized Mr. Kirchner to propose an exchange ratio of 0.455. Mr. Kirchner communicated this revised offer to Mr. Shull, who, based on authority of the Board, subsequently accepted on behalf of TiVo. Mr. Kirchner subsequently updated the Xperi board that the revised offer had been accepted. An exclusivity agreement was signed by TiVo and Xperi shortly thereafter.

On November 26, 2019, representatives of TiVo, Xperi, LionTree and Centerview held a telephone meeting to discuss the confirmatory due diligence process between the parties. Later that day, the Xperi board requested that Mr. Shull attend the next regularly scheduled meeting of the Xperi board to provide additional information on the TiVo business.

On November 27, 2019, Skadden sent Cooley a draft merger agreement for the proposed transaction, followed by a phone call between representatives of Skadden and Cooley to provide background and context on key issues in the merger agreement. The proposed merger agreement was structured as a merger of equals with a common parent structure and mutual representations, warranties, covenants and other obligations throughout.

Over the course of the first two weeks of December 2019, various representatives of TiVo, LionTree, Cooley, KPMG LLP, which we refer to as KPMG, and Tivo’s tax advisor on the one hand, and Xperi, Centerview and Skadden on the other hand, held in person and telephone meetings to continue their respective due diligence, including finance and tax due diligence, HR due diligence, IP due diligence, business and technology due diligence, and general legal due diligence and also commenced workstreams related to obtaining debt financing for the combined company required to consummate the transaction.

On December 3, 2019, the Xperi board held a regularly scheduled meeting. Representatives of Centerview and Skadden attended. Mr. Shull was invited to present an overview of TiVo to the Xperi board. Mr. Shull presented an overview of the TiVo business. The Xperi board asked Mr. Shull about the growth trends of certain business lines and how TiVo planned to address industry market trends, like streaming. Mr. Shull then discussed TiVo’s product company vision and opportunities, including for search and discovery of streaming content, content and ad monetization, pay TV and broadband, and smart TVs. The Xperi board discussed with Mr. Shull how TiVo worked with various content providers and how Xperi’s ecosystems and technology could potentially accelerate TiVo’s growth opportunities. Mr. Shull then provided an overview of the TiVo Stream 4K, a new product TiVo planned to launch at CES. Mr. Shull discussed in particular the content available on the TiVo Stream, including TiVo’s upcoming partnership with SlingTV. He then discussed TiVo’s hybrid radio product and its potential integration with Xperi’s automotive business. Mr. Shull reviewed with the Xperi board potential synergies with Xperi’s businesses. The Xperi board discussed with Xperi’s management the presentation from Mr. Shull and the strategic rationale of the proposed all-stock transaction. Mr. Shull left the meeting and the Board meeting continued with representatives of Skadden and Centerview. Mr. Kirchner then provided an update on the negotiations and due diligence. Mr. Andersen then provided an update on the commitment papers to refinance the combined debt of Xperi and TiVo.

Later that day, Mr. Kirchner and Mr. Shull met to discuss various transaction matters, including the financing for the combined company, governance matters such as board composition and officer designations, naming of the combined company and employee equity plans. Mr. Shull communicated that the TiVo board had instructed him to discuss the TiVo board’s desire for existing TiVo management to hold certain key management positions in the combined company and for existing TiVo directors to comprise a majority of the combined company’s board of directors. Mr. Kirchner explained that the management of the combined company was an important factor in the Xperi board’s comfort with the transaction and that the Xperi board would prefer Xperi’s

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senior management to run the combined company and for Xperi’s directors to comprise a majority of the combined company’s board of directors. Mr. Kirchner and Mr. Shull discussed potential alternative management structures, including a joint leadership structure. That evening, Mr. Kirchner and Mr. Shull had dinner and continued to discuss the governance and management of the combined company.

On December 4, 2019, Mr. Kirchner updated Mr. Hill on his discussion with Mr. Shull on the governance and management of the combined company. Mr. Hill instructed Mr. Kirchner to discuss this matter with each of the members of the Xperi board and to provide Mr. Hill with an update on their views.

On December 5, 2019, Mr. Shull communicated to Mr. Kirchner by telephone conference call that the TiVo board had discussed Xperi’s proposals for the governance and management of the combined company and agreed with all of the proposals other than Mr. Kirchner being the Chief Executive Officer of the combined company. Mr. Shull noted that Jim Meyer, the Chairman of the TiVo board, would call Rick Hill, the Chairman of the Xperi board, to discuss the officer designations.

Later that day, Mr. Kirchner updated each member of the Xperi board to understand their current thinking on proposed governance and management of the combined company. The Xperi board reiterated their preference that Mr. Kirchner and the current senior management of Xperi run the combined company. The Xperi board believed that having a shared leadership model with Mr. Kirchner as Executive Chairman and Mr. Shull as Chief Executive Officer or vice-versa was sub-optimal and would create internal confusion. Mr. Kirchner provided an update of his discussions with the Xperi board to Mr. Hill by email and Mr. Hill asked Mr. Kirchner to communicate the Xperi board’s position to Mr. Shull. Later that day, Mr. Kirchner called Mr. Shull to reiterate that the Xperi board felt it was important that Xperi management should hold key management positions in the combined company, including the Chief Executive Officer.

On December 6, 2019, Cooley delivered a revised draft of the merger agreement, with feedback from TiVo’s management to Skadden. The revised draft contained TiVo’s proposal on certain key legal issues, including termination fees, closing conditions, “no-shop” provisions and representations and warranties. Certain issues such as corporate governance of HoldCo, treatment of equity awards and financing related provisions were identified as requiring further due diligence and discussion among the business principals.

On December 7, 2019, Mr. Hill discussed the management and governance of the combined company with Mr. Meyer by telephone. Mr. Meyer explained that the TiVo board would prefer that existing members of TiVo management hold key management positions in the combined company and that existing TiVo directors comprise a majority of the combined company’s board of directors. Mr. Hill and Mr. Meyer agreed that each would instruct Mr. Kirchner and Mr. Shull to discuss and seek to agree to a compromise position on management and governance issues.

On December 7, 2019, representatives of Xperi and Skadden discussed the revised draft of the merger agreement provided by Cooley on December 6, including the treatment of equity awards, deletions of certain closing conditions and changes to the financing cooperation covenant, among other legal issues.

On December 9, 2019, Mr. Kirchner and Mr. Shull discussed the management and governance of the combined company by telephone. Mr. Kirchner and Mr. Shull agreed to present a structure under which Mr. Kirchner would be the Executive Chairman of the combined company’s board of directors for a term of two years, after which time Mr. Kirchner would become a director. Mr. Shull would be the Chief Executive Officer of the combined company. The board of the combined company would be seven members comprised of Mr. Kirchner, Mr. Shull, three independent directors appointed by Xperi and two independent directors appointed by TiVo. Later that day, Mr. Kirchner communicated the proposal to Mr. Hill who said he would need to discuss this in detail with the Xperi board.

Later in the day on December 9, 2019, the TiVo board met and Mr. Meyer reviewed a discussion he had with Mr. Hill regarding the potential structure of the combined company board of directors, and the potential

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chief executive officer of the combined company. The TiVo board agreed on a response to Xperi regarding the issues raised, and alternatives to the extent that the response was unacceptable to Xperi, noting that these issues should not preclude reaching agreement on an otherwise viable transaction.

On December 10, 2019, representatives of TiVo participated in a telephone conference call with representatives of RBC Capital Markets, which we refer to as RBC, and one other potential financing source to facilitate their due diligence on TiVo as potential financing sources for the combined company. Over the course of the remainder of that week, representatives of TiVo held conference calls with Bank of America Merrill Lynch and additional calls with RBC regarding TiVo’s financial and business projections. Each of RBC, Bank of America Merrill Lynch and one other potential financing source committed to provide feedback by December 12 on the key terms at which they would be willing to provide a financing commitment to finance the combined company.

On December 10, 2019, Skadden sent a revised draft of the merger agreement to Cooley and offered to discuss any open issues around treatment of equity awards and certain tax related provisions on a telephone call.

On December 11, 2019, representatives of TiVo and Cooley met at Cooley’s offices in Palo Alto to discuss open issues on the merger agreement and coordinate due diligence efforts.

On December 11, 2019, Mr. Shull called Mr. Kirchner to suggest that Mr. Kirchner should meet with Eddy Hartenstein, a director of TiVo, the following day to discuss the proposed transaction and the combined company.

On December 12, 2019, Mr. Kirchner met with Mr. Hartenstein in Los Angeles, California. Mr. Hartenstein asked for an update on Xperi’s business and the potential of Xperi’s new product. Mr. Hartenstein noted that the TiVo board favored a joint leadership structure for the combined company and that the exchange ratio for the proposed all-stock merger suggested that TiVo should appoint four members of the board of the combined company and Xperi should appoint three members of the combined company. Mr. Kirchner noted to Mr. Hartenstein that he believed the management and governance of the combined company was an important factor in the Xperi board’s comfort with the proposed transaction, but that this was a matter for the Xperi board to discuss.

On December 12, 2019, representatives of TiVo and KPMG held a telephone conference call to discuss the status and findings of KPMG’s financial due diligence of Xperi on behalf of TiVo.

On December 12, 2019, representatives of TiVo, LionTree, Xperi and Centerview held a follow-up diligence call to review Xperi’s additional product customer diligence questions.

On December 12, 2019, Cooley sent a revised draft of the merger agreement to Skadden.

On December 13, 2019, Mr. Shull called Mr. Kirchner to discuss the governance and management of the combined company, the status of negotiations of the merger agreement and financing for the combined company.

Later that day, the Xperi board met via telephone conference to discuss the status of discussions with TiVo. Representatives of Centerview and Skadden attended. Mr. Kirchner reminded the Xperi board that the parties had tentatively agreed on a TiVo exchange ratio (based on each company’s current equity capital structure) and the pro forma ownership split of the combined company, but had not yet agreed on governance of the combined company. Mr. Hill described his ongoing discussions regarding the size and composition of the combined company’s board of directors, the chairman of the combined company’s board of directors and the leadership of the combined company’s senior management team. Mr. Hill noted that TiVo was seeking greater representation on the combined company’s board and had recently expressed interest in a leadership structure in which Mr. Shull would become the Chief Executive Officer of the combined company. The Xperi board then discussed

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its previously expressed consensus view that the strategic and financial underpinnings of the transaction depended, in part, on the combined company’s ability to harvest synergies through the combination and much of the value upside for the Xperi stockholders depended, in part, on the successful execution of the plan presented by management. The Xperi board discussed the fact that retaining management of the combined company, through board composition and management control, were important factors in the Xperi board’s comfort with the transaction. Mr. Hill indicated that he would continue discussions with TiVo on these matters and report back to the Xperi board.

On December 13, 2019, representatives of TiVo, LionTree, Xperi and Centerview held an overall check-in call to discuss the status of due diligence on both sides and to review open items and next steps. Representatives of TiVo, LionTree, Xperi and Centerview also held a follow-up IP diligence call to review the status of Xperi’s IP licensing customer negotiations and ongoing litigation.

On December 13, 2019, representatives of Cooley and Skadden engaged in discussions regarding open issues in the proposed merger agreement, including various closing conditions and deal protection issues. Following the discussion, Cooley and Skadden agreed to relay the respective positions of the other side to their respective clients.

On December 14, 2019, Mr. Hill called Mr. Meyer to discuss the governance and management of the combined company. Mr. Hill explained that the Xperi board’s decision was conditioned on Xperi’s senior management running the combined company and for Xperi’s directors to comprise a majority of the combined company’s board of directors. Mr. Hill suggested that the board of the combined company should comprise three independent directors from each of Xperi and TiVo with the independent directors selecting the chairman of the board, and Mr. Kirchner, as the Chief Executive Officer of the combined company, filling the seventh board seat. Mr. Meyer agreed to discuss this proposal with the TiVo board.

In the morning on December 14, 2019, the strategic committee of the TiVo board held a telephone conference call, with representatives of Cooley and LionTree, to discuss the status of the overall transaction, including the status of due diligence, financing and merger agreement negotiations. Included in the review was a discussion of open issues related to deal protection terms, conditions to closing, and governance structure of the post-combination parent company.

In the afternoon on December 14, 2019, Cooley and the strategic committee updated the full TiVo board by telephone on the status of the transaction. Mr. Shull provided an update on the status of discussions with the banks on the debt financing commitments. The TiVo board also discussed at length the corporate governance structure of the combined entity post-closing, including who would occupy the role of Chief Executive Officer and the composition of the combined board. Cooley also advised on the status of merger agreement negotiations, including open issues relating to closing conditionality. The TiVo board discussed various considerations, including deal structure, ownership of the combined company (which would have implied a premium to their then-current share price based on the prevailing trading prices of Xperi and TiVo at such time) and overall value to TiVo stockholders in context of the open items involving corporate governance and deal certainty. The TiVo board agreed to continue discussions with Xperi and signal broad acceptance of the corporate governance structure proposed by Xperi, but that TiVo did not agree to the closing conditions proposed by Xperi. Members of the TiVo management then left the meeting and a discussion ensued regarding various compensation and executive retention matters associated with the proposed transaction, including the treatment of the transaction as a “Change of Control” for purposes of various equity and severance arrangements. Following the discussion, no action was taken pending review of the matters by the compensation committee of the TiVo board.

On December 15, 2019, the Xperi board held a special meeting to review the terms of the proposed mergers. Representatives of Centerview and Skadden attended. Mr. Hill described his recent discussions with TiVo’s representatives regarding the governance of the combined company. Mr. Hill informed the Xperi board that TiVo had agreed to a seven member board comprised of three directors from each company and the Chief Executive

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Officer of the combined company. Mr. Hill noted that specific directors had not been identified or discussed. Mr. Hill further noted that TiVo had agreed that Mr. Kirchner would be the Chief Executive Officer of the combined company and Xperi’s senior management would lead the combined company. Mr. Anderson then outlined the terms of a debt refinancing on which the management team had been working to replace the credit facilities of Xperi and TiVo in connection with the transaction. Mr. Anderson noted that Xperi was working to obtain a commitment letter from lenders concurrently with the proposed execution of a merger agreement for the transaction. Mr. Anderson then presented a financial analysis of the proposed all-stock transaction based on the latest financial forecasts for Xperi and TiVo, synergy estimates for the transaction and current market statistics. The presentation included, among other things, a pro forma view of the financial aspects of the business combination (including a preliminary contribution analysis for the combined business) and a pro forma view of the future financial prospects of the combined company (with and without synergies). The Xperi board then asked a number of questions to Mr. Anderson and Centerview related to the presentation and the financial analysis. Representatives from Skadden then described the status of negotiations of the proposed merger agreement, including material issues that remained under discussion.

On December 15, 2019, Mr. Kirchner called Mr. Shull to discuss the TiVo board’s feedback on Xperi’s proposals for the governance and management of the combined company. Mr. Shull noted that the TiVo board had agreed to accept Xperi’s proposals. Mr. Kirchner and Mr. Shull also discussed the status of negotiations of the merger agreement and the financing for the combined company and agreed to schedule an all-hands call with Xperi and TiVo and each of their respective advisors to discuss steps to close the transaction later that day.

Later that day, representatives of TiVo, Xperi, LionTree, Centerview, Cooley and Skadden held a due diligence check-in telephone conference call to discuss the status of due diligence between the parties and the timeline to signing. Representatives of Cooley and Skadden also had a follow-up call to discuss bring-down due diligence matters later that evening.

On December 16, 2019, representatives of TiVo, Xperi, LionTree, Centerview, Cooley and Skadden held a telephone conference call to discuss the status of due diligence and the status of the financing commitments. Later that morning, TiVo director Mr. Moloney had a call with Mr. Kirchner to discuss Mr. Kirchner’s vision for the combined company. In the afternoon on December 16, the TiVo board held a meeting, with representatives of TiVo management, LionTree and Cooley in attendance. Representatives of Cooley provided an update on the current status and resolution of transaction issues previously open and under board discussion, including those related to the certainty of transaction completion. TiVo management provided an update on the negotiations and status of the merger agreement and financing commitments. Questions were asked, and a full discussion ensued, including a discussion of remaining open issues and process, as well as consideration of TiVo remaining an independent standalone company and other potential strategic alternatives that may be reasonably available to it. Representatives of LionTree then reviewed certain preliminary financial analyses undertaken by LionTree related to the proposed transactions. After the board meeting, TiVo director Ms. Yeadon had a call with Mr. Kirchner to discuss Mr. Kirchner’s vision for the combined company. Later that evening on December 16, Skadden sent a revised draft of the merger agreement reflecting further discussion amongst principals on key issues regarding closing conditions and corporate governance.

On December 17, 2019, Cooley held further discussions with TiVo on the latest draft merger agreement and the remaining issues relating to closing conditionality. Additionally, TiVo director Ms. Durr had a call with Mr. Kirchner to discuss his background and experience, and vision for the combined company.

Later that day, the Xperi board held a special meeting to review the terms of the proposed mergers. Representatives of Centerview and Skadden attended. Representatives of Skadden presented a detailed outline of the draft merger agreement based on a summary outline and a copy of the proposed merger agreement (copies of which had been delivered to the Xperi board in advance of the meeting) and any open issues. Mr. Anderson then outlined the final terms of a debt refinancing on which the management team had been working to replace the credit facilities of Xperi and TiVo in connection with the proposed all-stock “merger of equals transaction”.

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Mr. Anderson noted that Xperi had received a commitment letter from lenders reflecting the outlined terms. Following discussion, the Xperi board agreed to remove the financing condition from the merger agreement due to the fact that Xperi had received commitment papers. Representatives of Centerview reviewed with the Xperi board Centerview’s financial analysis of the mergers, and rendered to the Xperi board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated December 18, 2019 that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Xperi exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to holders of shares of Xperi common stock (other than Xperi Excluded Shares). For a detailed discussion of Centerview’s opinion, please see below under the caption “—Recommendation of the Xperi Board of Directors—Opinion of Xperi’s Financial Advisor.” Following discussion by the Xperi board, the Xperi board determined that entering into the merger agreement and consummating the transaction contemplated thereby, including the Xperi merger, was advisable and fair to and in the best interests of Xperi and its stockholders, authorized and approved the execution, delivery and performance of the merger agreement by Xperi and approved the Xperi merger and recommended the adoption of the merger agreement by the Xperi stockholders and directed that the merger agreement be submitted for consideration by the Xperi stockholders at the Xperi special meeting. On a motion duly made and seconded, the Xperi board approved the resolutions by unanimous vote of those directors in attendance.

Later that afternoon representatives of Skadden communicated to Cooley on a telephone call that Xperi had agreed to remove certain closing conditions under discussion and Cooley and Skadden discussed and resolved remaining issues surrounding corporate governance. Following that telephone call, Cooley sent a revised draft of the merger agreement to Skadden reflecting that discussion.

On December 18, 2019, Mr. Shull called Mr. Kirchner to request that TiVo would like the flexibility to appoint one director to the board of the combined company who does not qualify as independent under Nasdaq rules. Mr. Kirchner agreed to discuss this with the Xperi board. Later that day, following discussions with the Xperi board, Mr. Kirchner confirmed that the Xperi board would accept TiVo’s proposal. Later that day, Mr. Shull sent a message to Mr. Kirchner confirming that subject only to finalizing the disclosure schedules and various communication documents, TiVo was ready to proceed with execution of the merger agreement.

On December 18, 2019, the TiVo board held a meeting, with representatives of LionTree and Cooley in attendance. Mr. Shull provided an update on the status of due diligence pertaining to a potential strategic transaction with Xperi, including the proposed resolution of the issues discussed with the TiVo board on December 14 with respect to corporate governance and deal certainty. Questions were asked, and a full discussion ensued, including a discussion of remaining open issues and process, as well as consideration of remaining an independent stand-alone company. The TiVo board discussed the corporate governance structure of the combined company and a discussion ensued regarding various compensation and executive retention matters associated with the proposed transaction. The compensation committee of TiVo’s board recommended, and the board approved, the treatment of the transaction as a “Change of Control” for purposes of various equity and severance arrangements and elimination of salary clawback provisions from the TiVo Executive Severance and Arbitration Agreements in order to retain executives during the pendency of the transaction. Representatives of LionTree then discussed and reviewed its final financial analyses undertaken by LionTree related to the proposed transactions. Representatives of LionTree also rendered LionTree’s oral opinion, subsequently confirmed in writing by delivery of LionTree’s written opinion dated December 18, 2019, to the TiVo board, as to the fairness, from a financial point of view, as of such date, of the TiVo exchange ratio to the holders of TiVo’s common stock (for purposes of such opinion and this summary, other than Xperi and its affiliates), based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by LionTree in preparing its opinion. The LionTree opinion is more fully described under the section “—Recommendation of the TiVo Board of Directors—Opinion of TiVo’s Financial Advisor” beginning on page 78. A representative of Cooley then reviewed the TiVo board’s fiduciary duties in connection with its review of the transaction, reviewed interests of certain directors in the transaction, described the material terms of the proposed merger agreement between TiVo and Xperi, reported on any changes to terms previously discussed,

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and reviewed with TiVo management a proposal that TiVo adopt a Section 382 rights plan in connection with the transaction to preserve TiVo’s net operating losses. Following extensive discussion of all of the foregoing by the TiVo board, the TiVo board approved the Section 382 rights plan, and approved the merger agreement and the consummation of the proposed merger upon the terms and subject to the conditions set forth in the merger agreement, determined that the terms of the merger agreement, the TiVo merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, TiVo and its stockholders, directed that the merger agreement be submitted to the stockholders of TiVo for adoption, recommended that TiVo’s stockholders adopt the merger agreement and declared that the merger agreement is advisable. The reasons that supported the TiVo board’s decision to enter into the merger agreement and consummate the TiVo merger, and a variety of risks and other countervailing factors that the TiVo board considered, are summarized in the section titled “—Recommendation of the TiVo Board of Directors—TiVo’s Reasons for the Mergers” beginning on page 76.

Later on December 18, 2019, Skadden and Cooley finalized their due diligence investigations and related disclosure letters. Each of TiVo, Xperi, HoldCo and the Merger Subs executed and delivered the merger agreement, effective as of December 18, 2019. On the morning of December 19, 2019, prior to the open of markets, TiVo and Xperi publicly announced the transaction via press release and a subsequent joint conference call including, among others, Mr. Shull and Mr. Kirchner.

Recommendation of the Xperi Board of Directors

At its meeting on December 17, 2019, the Xperi board adopted the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including the mergers, are advisable, fair to and in the best interests of Xperi and its stockholders. The Xperi board recommends that the Xperi stockholders vote “FOR” each of the Xperi merger proposal, the Xperi adjournment proposal and the Xperi compensation proposal.

In evaluating the merger agreement, the Xperi board consulted with and received the advice of Xperi’s senior management and its legal and financial advisor. In reaching its decision, the Xperi board considered a number of factors, including, but not limited to, the following factors which the Xperi board viewed as generally supporting its decision to adopt and enter into the merger agreement and its recommendation that Xperi stockholders vote “FOR” each of the Xperi merger proposal, the Xperi adjournment proposal and the Xperi compensation proposal.

Xperi’s Reasons for the Mergers

Strategic Considerations. The Xperi board considered that the mergers will likely provide a number of significant strategic opportunities, including the following:

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Other Factors Considered by the Xperi Board. In addition to considering the strategic factors described above, the Xperi board considered the following additional factors, all of which it viewed as supporting its decision to approve the merger agreement:

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The Xperi board weighed these advantages and opportunities against a number of other risks and potential negative factors concerning the merger agreement and the mergers, including:

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The foregoing discussion of the factors considered by the Xperi board is not intended to be exhaustive, but rather includes the principal factors considered by the Xperi board. In view of the wide variety of factors considered in connection with its evaluation of the mergers and the complexity of these matters, the Xperi board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the merger agreement and to make its recommendations to Xperi stockholders. In addition, individual members of the Xperi board may have given differing weights to different factors. The Xperi board conducted an overall review of the factors described above, including thorough discussions with Xperi’s management and outside legal and financial advisor.

In considering the recommendation of the Xperi board to approve the Xperi merger proposal, Xperi stockholders should be aware that Xperi’s directors may have interests in the mergers that are different from, or in addition to, those of Xperi stockholders generally. For additional information, see the section entitled “Adoption of the Merger Agreement—Recommendation of the Xperi Board of Directors—Interests of Xperi Directors and Executive Officers in the Mergers” beginning on page 68 of this joint proxy statement/prospectus.

The explanation of the reasoning of the Xperi board and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page iv of this joint proxy statement/prospectus.

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Opinion of Xperi’s Financial Advisor

Centerview Partners LLC

On December 17, 2019, Centerview rendered to the Xperi board its oral opinion, subsequently confirmed in a written opinion dated December 18, 2019, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Xperi exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to the holders of shares of Xperi common stock (other than Xperi Excluded Shares).

The full text of Centerview’s written opinion, dated December 18, 2019, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex B. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Xperi board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the mergers and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Xperi common stock (other than Xperi Excluded Shares) of the Xperi exchange ratio provided for pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the mergers and does not constitute a recommendation to any Xperi stockholder or any other person as to how such stockholder or other person should vote with respect to the mergers or otherwise act with respect to the mergers or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things: