Jordan Rosenblatt, Et Al. V. Tivo Corporation, Et Al. 20-CV-00327
Case 1:20-cv-00327-UNA Document 1 Filed 03/03/20 Page 1 of 13 PageID #: 1 UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE JORDAN ROSENBLATT, Individually and ) On Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No. ______________ ) v. ) JURY TRIAL DEMANDED ) TIVO CORPORATION, JAMES E. MEYER, ) CLASS ACTION RAGHAVENDRA RAU, LAURA J. DURR, ) ALAN L. EARHART, EDDY W. ) HARTENSTEIN, DAN MOLONEY, DAVE ) SHULL, GLENN W. WELLING, LORIA B. ) YEADON, XPERI CORPORATION, XRAY- ) TWOLF HOLDCO CORPORATION, XRAY ) MERGER SUB CORPORATION, and ) TWOLF MERGER SUB CORPORATION, ) ) Defendants. ) COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934 Plaintiff, by his undersigned attorneys, for this complaint against defendants, alleges upon personal knowledge with respect to himself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows: NATURE OF THE ACTION 1. This action stems from a proposed transaction announced on December 19, 2019 (the “Proposed Transaction”), pursuant to which TiVo Corporation (“TiVo” or the “Company”) will be acquired by Xperi Corporation, XRAY-TWOLF HoldCo Corporation (“HoldCo”), XRAY Merger Sub Corporation (“XRAY Merger Sub”), and TWOLF Merger Sub Corporation (“TWOLF Merger Sub,” and collectively, “Xperi”). 2. On December 18, 2019, TiVo’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Case 1:20-cv-00327-UNA Document 1 Filed 03/03/20 Page 2 of 13 PageID #: 2 Agreement”) with Xperi. Pursuant to the terms of the Merger Agreement, shareholders of TiVo will receive 0.455 shares of HoldCo common stock.
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