Investor FAQ: Macrovision Schedule 13D Regarding TTR Technologies (10/3/02)
Santa Clara, CA, October 3, 2002 - 1. Why did TTR put out a press release, while Macrovision filed a Schedule 13D with the SEC?
We believe that TTR put out a press release because the transaction under discussion is potentially an acquisition of substantially all of TTR’s assets, including TTR’s intellectual property for music protection and digital rights management technologies, by Macrovision. The potential transaction, if consummated, is materially significant to TTR as it would represent a cessation of TTR’s business.
For Macrovision, the transaction is not considered material since, among other things, it would represent a purchase of IP assets associated with a product line that is not currently generating revenue. In Macrovision’s last Schedule 13D, Macrovision stated that it did not have any plans regarding the sale or transfer of a material amount of TTR’s assets. Since Macrovision’s plans have changed, Section 13(d) of the Securities Exchange Act of 1934 requires Macrovision to promptly amend its Schedule 13D. For details on the Schedule 13D, please visit www.macrovision.com/corporate/ir/secfilings and click on "SEC Fillings."
2. What is the value of the proposed transaction?
By virtue of an NDA, the terms will not be disclosed until after the transaction is consummated.
3. Does the transaction include termination of the Alliance Agreement between the two companies?
Yes.
4. Why did TTR announce that it was shutting down its R&D activities in Israel?
You need to ask TTR about their internal plans.
5. Why was November 2, 2002 set as a ‘stand still’ date for exclusive negotiations between the two companies?
Macrovision believes that 30 days is adequate time to allow for signing of the definitive agreement.
6. What intellectual property is included in the proposed transaction?
The IP includes, among other things, audio copy protection technology that is used in the SafeAudio™ ‘Red Book’ music copy protection solution for consumer electronic CD devices, as well as DRM technology that is used for second session ‘Yellow Book’ music solution for PCs.
7. Why is Macrovision considering this transaction, rather than working within the terms of the Alliance Agreement?
We believe we can obtain a better ROI by acquiring this IP.
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About Macrovision
Macrovision Corporation (Nasdaq: MVSN) develops and markets copy protection, digital rights management (DRM) and electronic license management technologies for the enterprise software, consumer software, home video and music markets. Headquartered in Santa Clara, California, with international headquarters in London and Tokyo, Macrovision can be found on the Internet at www.macrovision.com.
© 2002 Macrovision Corporation. SAFEAUDIO is a trademark of Macrovision Corporation, and is jointly developed and jointly owned by Macrovision Corporation and TTR Technologies, Inc.
This bulletin may contain “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. A number of factors could cause Macrovision’s actual results to differ from anticipated results expressed in such forward-looking statements. Such factors are addressed in Macrovision’s filings with the Securities and Exchange Commission (available at www.sec.gov). Macrovision assumes no obligation to update any forward-looking statements.
For more information, contact:
Investor Contact: Ian Halifax
Macrovision Corporation
+1 (408) 743 8600 (Tel)
+1 (408) 743 8610 (fax)
Ir-Info@macrovision.com
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