[LETTERHEAD OF LUMINARY CAPITAL LLC]
Annex B
November 4, 2002
The Board of Directors
TTR Technologies, Inc.
575 Lexington Avenue, Suite 400
New York, New York 10022
Members of the Board of Directors:
You have requested our opinion as to the fairness, from a financial point of view, of the consideration to be received by TTR Technologies, Inc. (the "Company") in connection with the proposed sale of certain Company technology, which may comprise all, or substantially all, of the Company's assets (the "Proposed Transaction"), to Macrovision Corporation ("Buyer"), pursuant to an Asset Purchase Agreement to be entered into by and between Buyer and the Company (the "Agreement"). The aggregate consideration to be paid at closing by Buyer to the Company in connection with the Proposed Transaction will be $5,757,853, consisting of $5,250,000 in cash, and a stock certificate or certificates representing 1,880,937 shares of the common stock of the Company, valued as of the date hereof at $0.27 per share (assuming all consents are received by the Company).
In arriving at our opinion, we have, among other things: (i) reviewed a draft of the Agreement dated November 3, 2002; (ii) reviewed publicly available financial information and other data with respect to the Company, including the Form 10-K for the year ended December 31, 2001, and the Quarterly Reports on Form 10-Q for the periods ended March 31, 2002 and June 30, 2002, and certain other relevant financial and operating data relating to the Company made available to us; (iii) reviewed and discussed with representatives of the management of the Company certain financial and operating information furnished to us by them, including financial analyses and projections and related assumptions with respect to the assets in order to determine the value of the assets; (iv) considered the historical financial results and present financial condition of the Company; (v) reviewed certain publicly available information concerning the current and historical market price, trading of, and trading market for, the common stock of the Company; (vi) inquired about and discussed the Proposed Transaction and other matters related thereto with the Company's management and its legal counsel; and (vii) performed such other analyses and examinations as we deemed appropriate.
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The Board of Directors of
TTR Technologies, Inc.
November 4, 2002
Page 2 of 3
In rendering our opinion, we have relied upon and assumed the accuracy and completeness of all of the financial and other information and data publicly available or furnished to or otherwise reviewed by or discussed with us, without independent verification, and have further relied upon the assurances of the Company's management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading. With respect to the financial projections utilized, we have assumed that such projections have been reasonably prepared on a basis reflecting the best currently available estimates and judgments, and that such projections provide a reasonable basis upon which we could form an opinion. We have not made a physical inspection of the properties and facilities of the Company, and have not made or obtained any evaluations or appraisals of the assets and liabilities (contingent or otherwise) of the Company. We have assumed that the Proposed Transaction will be consummated in a manner that complies in all respects with the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. Our opinion is necessarily based upon information available to us, and market, economic and other conditions and circumstances existing and disclosed to us, as of the date hereof.
We have also assumed, with your consent, that the Proposed Transaction will be consummated in accordance with the terms described in the Agreement, without any further amendments thereto, and without waiver by the Company of any of the material conditions to any obligations thereunder.
It should be understood that subsequent developments or material changes in any of the information or circumstances reviewed or considered by us may affect this opinion, and we do not have any obligation to update, revise or reaffirm this opinion to account for any such developments or changes.
We have not been requested to opine as to, and our opinion does not in any manner address, the underlying business decision of the Company to enter into the Agreement or to proceed with or affect the Proposed Transaction. Our opinion is limited to the fairness, from a financial point of view, of the consideration to be received by the Company in connection with the Proposed Transaction. We express no opinion with respect to any other reasons, legal, business or otherwise, that may support your decision to approve or consummate the Proposed Transaction. Our opinion is not intended to be and does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote, if required to, with respect to the Proposed Transaction.
In connection with our services, we have previously received a portion of our opinion fee and will receive the remaining portion of such opinion fee on the date hereof. In addition, the Company has agreed to indemnify us against certain liabilities that may arise out of the rendering of this opinion.
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The Board of Directors of
TTR Technologies, Inc.
November 4, 2002
Page 3 of 3
Our opinion is for the sole use and benefit of the Board of Directors of the Company and is rendered to the Board of Directors in connection with its consideration of the Proposed Transaction and may not be used by the Company for any other purpose or reproduced, disseminated, quoted or referred to by the Company at any time, in any manner or for any purpose, without our prior written consent, except that we hereby consent that this opinion may be reproduced in full in any filings relating to the Proposed Transaction that the Company makes with the U.S. Securities and Exchange Commission and references to the opinion and to us and our relationship with the Company may be included in any such filings. In furnishing this opinion, we do not admit that we are experts within the meaning of the term "experts" as used in the Securities Act, and the rules and regulations promulgated thereunder, nor do we admit that this opinion constitutes a report or valuation within the meaning of Section 11 of the Securities Act.
Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, the consideration to be received by the Company in connection with the Proposed Transaction is fair, from a financial point of view, to the Company.
Very truly yours,
LUMINARY CAPITAL LLC
By: /s/ Evan Klein
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Evan Klein
Managing Principal
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