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Technology Stocks : TTRE: TTR Technologies, Inc. -- Ignore unavailable to you. Want to Upgrade?

To: afrayem onigwecher who wrote (70)	12/25/2002 1:18:59 PM
From: superred	Respond to of 120

Chief Executive Officer Daniel C. Stein today stated that management is not aware of any undisclosed development that it believes is the cause of the recent decline in the price of its common shares. Was this disclosed that Macrovision is offering ONLY les than 20 cent per share? From The Proxy Background to the Macrovision Offer With the hiring in May 2002 of Daniel C. Stein, the Company's new Chief Executive Officer, and the increased involvement of Sam Brill, the Company's Chief Operating Officer, the Company initiated discussions with senior Macrovision executives in an attempt to resolve the parties' differences and coordinate their respective efforts toward the rapid introduction and acceptance by the industry of SAFEAUDIO. The initial principal position of the Company's management was that the PALLADIUMCD product line could be instrumental in advancing SAFEAUDIO marketing efforts, a view with which Macrovision did not agree. In the course of these discussions, the Company and Macrovision suggested several alternative courses of action relating to the continued cooperation between the two companies, each of which was deemed inadequate by one or the other of the parties. In the course of these discussions, Macrovision suggested a possible cash purchase price of up to $3 million for the Company's rights in and to the technologies underlying SAFEAUDIO and PALLADIUMCD, which the Company rejected as inadequate. In a continuing effort to re-structure the development efforts of the parties and the general relationship with Macrovision and to further explore Macrovision's proposals, Mr. Stein met senior Macrovision management on several occasions between May and September 2002, including Macrovision's Chief Executive Officer, William Krepick. Over the course of the summer, discussions were held between the Company's Chief Executive Officer and senior officers of Macrovision. The Company initially focused on clarifying the parties' respective rights under the agreement with Macrovision with respect to the technologies' underlying SAFEAUDIO and the PALLADIUMCD product line. On the basis of these discussions, management reached the conclusion that there was little likelihood of reaching a mutually acceptable resolution of the issues dividing the Company and Macrovision to continue the joint cooperation. The focus of the continuing discussions centered on the terms relating to a satisfactory parting. In August 2002, stockholders elected a new Board, comprised in part of five new members. The Company's newly installed Board held a meeting, on September 23, 2002, to discuss the future of the Business, including Macrovision's expressed interest in the technologies underlying SAFEAUDIO and PALLADIUMCD, the limited commercial prospects of the Business, the observed trends of the nascent target market and the Company's rapidly deteriorating financial and capital position. The Board considered several alternative courses of action, including attempting to resolve the issues with Macrovision and continue the Business. For the reasons described under "Reasons for the Asset Sale", the Board concluded that this was not a viable alternative for the Company. The Board also considered approaching other potential acquirors. However, given the nature of the restrictions contained in the Alliance Agreement, the Board concluded that an acquiror other than Macrovision would not be feasible or likely. Accordingly, the Board authorized the Company's Chief Executive Officer to continue the discussions with Macrovision respecting the possible sale to Macrovision of the Business. Based on the development of these discussions, on October 2, 2002, the Company and Macrovision entered into a limited confidentiality and non-solicitation agreement pursuant to which the Company agreed to a 30 day exclusivity period to permit due diligence and negotiations of a proposed asset sale transaction. 6 -------------------------------------------------------------------------------- The Company publicly announced on October 2, 2002, the existence of the discussions with Macrovision relating to the potential sale of the Business. Shortly thereafter, Macrovision's legal advisors delivered proposed transaction documents to the Company, including the initial version of the proposed Asset Purchase Agreement. The managements of the Company and Macrovision, together with their respective legal counsels and financial advisors then held extensive negotiations regarding the terms and conditions of the definitive agreements relating to the proposed Asset Sale and exchanged several revised drafts of the Asset Purchase Agreement.