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Rovi to acquire TiVo for $1.1B; Carl Icahn divests Apple stake


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Next in Tech | Episode 170: Corporate Language Analysis in Pride Month


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EP 15 - Talking a 'Transformational' Upfront with A&E

Rovi to acquire TiVo for $1.1B; Carl Icahn divests Apple stake


struck a deal to buyTiVo Inc. for $10.70per share in a cash-and-stock deal for about $1.1 billion. The stockconsideration is subject to a two-way collar between average Rovi stock pricesof $16 and $25, according to a company news release. Post-transaction, current Rovistockholders will own between 66.8% and 72.9% of the pro forma sharesoutstanding in the new holding company, assuming that at average Rovi stockprices between $16 and $18.71. The deal has been approved by the boards of bothcompanies. The transaction is subject to customary closing conditions,including approval by the companies' stockholders as well as regulatoryclearance. The transaction is expected to close in the third quarter. Further,the newly created company will continue to be led by Rovi CEO Tom Carson andupon closing of the transaction will adopt the TiVo brand as the new companyname.

*"China's attitude" pushed Carl Icahn to divest his stake inApple Inc., reports,citing an interview with the activist investor. While praising Apple and itsCEO Tim Cook for "doing a great job," Icahn was concerned that theChinese government could "come in and make it very difficult for Apple tosell there ... you can do pretty much what you want there." Icahn addedthat he would acquire a stake in the iPhone maker again if was steadied. Apple recentlyshuttered its iBooksStore and iTunes Movies services in China following an order by the StateAdministration of Press, Publication, Radio, Film and Television.

* Asexpected, unit agreed to Underthe agreement, DreamWorks Animation has an equity value of about $3.8 billion,the company said in a newsrelease. DreamWorks Animation stockholders will receive $41 in cashfor each share of DreamWorks common stock. The agreement has been approved bythe boards of both companies, and the controlling shareholder of DreamWorksAnimation has approved the agreement by written consent. Further, the deal isexpected to close by the end of 2016, subject to receipt of antitrust approvalsin the U.S. and abroad, as well as the satisfaction of other customary closingconditions. Also, DreamWorks Animation CEO and co-founder Jeffrey Katzenbergwill become chairman of DreamWorks New Media, which will comprise the company'sownership interests in Awesomeness TV and NOVA. Katzenberg will also serve as aconsultant to NBCUniversal. Following the acquisition, the studio will becomepart of the Universal Filmed Entertainment Group, which includes UniversalPictures, Fandango, and NBCUniversal Brand Development.

Internet & OTT

*TripAdvisor Inc.acquired HouseTrip, a U.K.-based holiday rental marketplace, reports.Financial terms of the deal were not disclosed. HouseTrip's inventory ofproperties will now be a part of TripAdvisor Vacation Rentals, while theHouseTrip brand will continue as part of TripAdvisor.

*Elected officials from New York and Chicago have raised concerns about Inc.'sdecides which neighborhoods will receive its same-day delivery service,Bloomberg News reports.In a letter to the company's CEO Jeff Bezos, Bronx, N.Y., Borough PresidentRuben Diaz Jr. asked him to bring the same-day delivery service to the Bronx,as it is the only New York borough that the online retailer is not currentlyserving. Meanwhile, New York State Assemblyman Jeffrey Dinowitz asked federaland state regulators to investigate how the company selects which neighborhoodsto serve. Also, Rep. Bobby Rush, D-Ill., called for an investigation by theU.S. Federal Trade Commission. Representatives for the company, however, saidrace is not a factor in determining how will roll out its services.


*Alphabet Inc. unitGoogle Inc. tappedformer Motorola President Rick Osterloh to lead its new hardware division,Re/code reports,citing a company representative. The new division will reportedly oversee thecompany's hardware projects, including hardware development on Google's Nexusflagship Android phone and its OEM partnerships, TV streaming stick Chromecast,Chromebook laptops, the new Pixel C device, wireless home router OnHub,Advanced Technology and Projects group, and Glass.

* backed the FCC's set-top-box proposal in comments to the commission,but said new privacy requirements were not needed, Multichannel News reports.Also, the online retail giant wanted the FCC to ensure that multichannel videoprogramming distributors subject to the regulation should not offer anyservices that are delivered over the Internet. The company argued that theagency's proposal had a balanced approach, and concerns about intellectualproperty, programming, contracts' privacy, content and security can beaddressed adequately. The support comes as some of the largest media companiesin the U.S. opposedthe FCC proposal.


*The Communications Workers of America accused T-Mobile US Inc. of creating a company-controlled unionin violation of federal labor rules, Bloomberg Businessweek reports.In a complaint with the National Labor Relations Board, the CWA claimed thatBrian Brueckman, a T-Mobile senior vice president, announced the creation of agroup, called T-Voice, in June 2015 in a bid to tackle independent unions. Thegroup reportedly included employee "representatives" from each callcenter, selected every six months by the company. Arguing that the move wasillegal, CWA President Chris Shelton said in a statement that creating acompany-controlled labor organization does not make sense as a union should beheaded by people elected by T-Mobile employees and not by its CEO John Legere.In 2015, the CWA won a ruling by the NLRB against T-Mobile over of nationwide laborlaw violations.

The day ahead

Earlymorning futures indicators pointed to a lower opening for the U.S. market.

InAsia, the Hang Seng fell 1.50% to 21,067.05, while the Nikkei 225 was down3.61% to 16,666.05. In Europe, as of midday, the FTSE 100 was down 0.81% to6,271.18, and the Euronext 100 had fallen 1.48% to 879.34.

On the macro front

Thepersonal income and outlays report, the employment cost index report, theChicago PMI report, and the consumer sentiment report are due out today.

Featured news

The Daily DoseEurope: Viacom, Disney, among possible Channel 4 buyers; MásMóvil nearsPepephone acquisition deal: U.K. Culture Secretary JohnWhittingdale has hinted at Channel 4 (UK)'s potential buyers, while Spanishoperator MásMóvil is nearing a deal to acquire Pepephone.

ConferenceChatter: Upfront and Personal: Buyers say not so fast to a runawaymarket: Despite higher scatter pricing and programming sellers'expectations for a robust market, media buying executives gathered at anindustry conference were not willing to concede that there will be majorpricing and volume gains during the 2016-17 upfront.

The rationalebehind NBCUniversal's DreamWorks Animation bid: DreamWorksAnimation comes with assets and IP such as Shrek and How to Train Your Dragon,but some analysts questioned the $3.8 billion valuation.

Q&A:Comcast Wholesale exec: 'Comcast has transformed itself into a techcompany': SNL Kagan sat down with Barry Tishgart, vice president ofComcast Wholesale, a division of Comcast Cable, to discuss how technology isreshaping America's biggest cable and internet service provider.

Data Dispatch:Google Fiber still small in most markets, but ramping upinvestment: Alphabet's Google Fiber internet, video and telephoneservices only account for a fraction of the market penetration in areas wherethe offerings are available, but major telco and cable providers are gearing upfor greater competition as the company invests in expanding its fiberfootprint.

Hires andFires: Media & Comm management moves through April 27: SNLKagan presents a weekly rundown of executive changes in the media andcommunications industries.

Featured research

Economics of TV & Film: SNL Kagan Box Office Report – Week17: The spring box office season has come to an end and we have anew record.

MultichannelTrends: Top 3 MSOs report blowout quarter, grow video subs again:Firing on all cylinders, the top three MSOs shifted into higher gear in thefirst quarter to achieve their fastest revenue growth in more than three years,topping, once again, Wall Street's expectations while keeping profitability atsolidly healthy levels.

BroadcastInvestor: B-Stats Q1'16: One very big deal and 333 very small ones:In the first quarter, total deal volume, excluding construction permits andpartial deals, reached $4,695.4 million.

BroadcastInvestor: Broadcast public trading multiples: TV, radio stocks spring up inApril: Optimism at the NAB Show over additional revenueopportunities in ATSC 3.0, the influx of political dollars, continued growth inretrans, new digital initiatives and potential cash proceeds from the FCCincentive spectrum auction boosted broadcast shares in April.

BroadcastInvestor: Deal market March — Moving very slowly: For the firsttime since June 2015, and only for the 10th time in the past 40 years, themonthly deal volume has dropped below $30 million.

Economics ofTV & Film: Motion Picture Investor: Table of contents for issueNo. 400, published April 2016.

Recent earnings

LinkedIn seesrebound in March quarter, raises full-year outlook: reportedyear-over-year revenue growth across the board, driven in large part by itsTalent Solutions segment. The company now expects full-year non-GAAP EPS of$3.30 to $3.40, up from its earlier non-GAAP EPS guidance of $3.05 to $3.20.

Amazon widensrevenue, margins, profitability in Q1: Amazon shares jumped inafter-hours trading as the company reported a consensus-beating first quarter.

Viacom execseye strong upfront even as domestic ad sales continue to retreat:Although Viacom Inc.sustained a 5% drop in domestic ad sales during the quarter ended March 31,executives believe reduced ad loads, data-driven tools and strength atNickelodeon (US)will result in a strong upfront market for the embattled programmer.

Charterintends to make Time Warner Cable/Bright House all-digital by 2018:With Charter CommunicationsInc. nearing final approval of its planned acquisitions ofTime Warner CableInc. and Bright HouseNetworks LLC, Charter CEO Tom Rutledge said making the merged company'sextended footprint fully digital would be a "key priority" goingforward.

Time WarnerCable CEO touts Maxx impact, expects Charter merger to close nextmonth: Time Warner Cable saw an increase in profit and revenue inthe first quarter as it gained more subscribers for its residential services,especially broadband. CEO Robert Marcus said he expects the company's mergerwith Charter Communications to close in May.