Rovi Issues Response Related to Engaged Capital

Rovi Corporation

today issued the following letter to all Rovi stockholders in connection with its 2015 Annual Meeting of Stockholders, which will be held on May 13, 2015: VOTE "FOR ALL" ROVI DIRECTORS ON THE BLUE PROXY CARD TO PROTECT THE VALUE OF YOUR INVESTMENT IN ROVI Dear Fellow Stockholders, Throughout this proxy contest, stockholders have asked us: Why hasn't this matter settled? Why let the company suffer through an expensive, distracting and potentially destabilizing proxy fight at a time when Rovi is focusing on critical IP renewals and product launches? As we detailed in our prior letter to stockholders on April 27, 2015, Rovi's Board has made reasonable and distinct settlement offers, contrary to what Engaged Capital wants stockholders to believe. Had Engaged Capital wished to negotiate the terms of settlement, rather than flatly reject them, it certainly could have done so. For example, Rovi affirmatively offered Engaged Capital the opportunity to propose changes to the standard standstill provision (despite it being a provision that Engaged Capital has agreed to in past settlements with other companies), and Engaged Capital chose not to respond to our offer. Nevertheless, Rovi made its most recent settlement proposal just over a week ago, on May 3, 2015, offering to: (i) Appoint one of Engaged Capital's nominees (Raghu Rau) to the Board immediately; (ii) Appoint a new mutually agreed-upon director to the Board (consistent with the Company's ongoing director search and including new candidates suggested to Rovi by other investors); (iii) Have our current Chairman of the Board agree not to stand for re-election at Rovi's 2016 Annual Meeting (with an expressed desire to minimize disruption during a critical year for the Company and have an orderly transition in advance of the 2016 Annual Meeting once the new mutually-agreed director was found); (iv) Institute a finance and strategy committee of the Board as Engaged Capital requested; and (v) Pay for Engaged Capital's costs in connection with this contest. Engaged Capital rejected our offer and has made clear it will not accept any proposal that doesn't include putting David Lockwood on the Rovi Board, despite our very serious concerns regarding Lockwood's qualifications and his reputation among our customers. Our Board takes its responsibilities to stockholders seriously and will not compromise its standards for Board membership and accept Engaged Capital's insistence on David Lockwood. We would rather allow ALL Rovi stockholders to decide Board membership for themselves. These facts stand in stark contrast to the comments Engaged Capital made last week claiming that Rovi's Board made only one, hollow settlement offer1 and calls into question Engaged Capital's agenda. Engaged Capital has been quick to cite its history of settlements, so why wouldn't it settle this contest and work with Rovi for the benefit of all of its stockholders? We can only conclude that Engaged Capital is apparently more focused on winning its first public proxy fight than achieving the best result for Rovi stockholders. As we have communicated to you throughout the course of this contest, we believe Engaged Capital and its nominees are the wrong choice for Rovi. In our view, they do NOT have compelling qualifications; they have NO plan for Rovi's future; and they have expressed ideas which we believe – if enacted – would seriously threaten the value Rovi is poised to realize. VOTE "FOR ALL" ROVI DIRECTORS ON THE BLUE PROXY CARD TO PROTECT THE VALUE OF YOUR INVESTMENT IN ROVI Over the past two months, our concerns about Engaged Capital have only grown stronger. Engaged Capital has been unwilling to come to reasonable terms despite the clear costs to Rovi and its stockholders. Moreover, it has repeatedly misrepresented our good-faith attempts to resolve this situation. Rovi is actively augmenting its Board with key strategic expertise to drive sustained and profitable growth. We are prepared to continue making the RIGHT changes with qualified nominees – like recent addition Steven Lucas – and are actively talking to and evaluating candidates that have been introduced to us by our stockholders. As a stockholder, if you want to see additional expertise on the Board, make sure it is the RIGHT expertise. If you have already voted on Engaged Capital's white proxy card, you have every right to change your vote using a later dated BLUE proxy card. We strongly urge you to vote "FOR ALL" Rovi directors on the BLUE proxy card to protect the value of your investment in Rovi. Thank you. If you have any questions, require assistance with voting your BLUE proxy card or need additional copies of the proxy materials, please contact: MacKenzie Partners, Inc. 105 Madison Avenue New York, NY 10016 proxy@mackenziepartners.com (212) 929-5500 (Call Collect) Or TOLL-FREE (800) 322-2885