Xperi Announces Receipt of Unsolicited Non-Binding Proposal

Xperi Corporation (Nasdaq: XPER) today announced that it has received an unsolicited, non-binding proposal from Metis Ventures LLC to acquire all of the outstanding equity of Xperi for $23.30 per share in cash.

Xperi had previously announced (on December 19, 2019) that it had entered into a definitive agreement with TiVo Corporation (Nasdaq: TIVO) to combine in an all-stock transaction, pursuant to which, at the close of the transaction, Xperi stockholders would own approximately 46.5% of the combined business, and TiVo stockholders would own approximately 53.5% of the combined business.

After a comprehensive review and discussion of Metis Ventures’ proposal conducted in consultation with its financial and legal advisors, Xperi’s board of directors has unanimously determined that, based on the current non-binding terms and conditions, as well as lack of information, it is unable to conclude at this time that Metis Ventures’ non-binding proposal is reasonably likely to lead to a Superior Proposal under the terms of Xperi’s merger agreement with TiVo. Therefore, Xperi will not be engaging in discussions with Metis Ventures and does not intend to make any further comment at this time.

Xperi reiterates its continued support and enthusiasm for its pending transaction with TiVo and its view that the definitive agreement with TiVo remains in the best interests of Xperi and its stockholders. Accordingly, Xperi’s board of directors continues to recommend the merger agreement with TiVo to its stockholders. Xperi’s board of directors is not modifying or withdrawing its recommendation with respect to the TiVo merger agreement and the merger, or proposing to do so.

The full text of the letter from Metis Ventures is set forth below.

Centerview Partners, LLC is acting as exclusive financial advisor to Xperi and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor.

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METIS VENTURES LLC
13101 Preston Road, Suite 110 1005
Dallas, TX 75240

February 21, 2020

Board of Directors
Xperi Corporation
3025 Orchard Parkway
San Jose, California 95134
Ladies and Gentlemen:

We are pleased to submit this proposal (our "Proposal") for Metis Ventures LLC, a Delaware limited liability company ("Metis" or "we"), to acquire 100% of the outstanding equity of Xperi Corporation ("XPER"), for an all-cash consideration of $23.30 per share. Based on the terms outlined below, we believe our Proposal presents an extremely attractive outcome for XPER's stockholders and offers them liquidity in a manner that is both more certain and timely than the current proposed transaction with TiVo Corporation ("TiVo").

We have the utmost respect for XPER's Board of Directors and stockholders and we are impressed by XPER' s business. In the process of our review, we also have observed with keen interest the market's varied reaction to XPER's proposed transaction with TiVo, as evidenced by an immediate drop of XPER and TiVo stock. Based on our due diligence, we place great value in XPER's business on a standalone basis and our proposal reflects this value to the XPER stockholders. Our proposal also eliminates the risks and uncertainties of combining XPER with a legacy business, costs and operational distraction associated with integration to establish a combined company that may or may not succeed in achieving the desired liquidity for XPER stockholders. Based on the terms outlined below, we believe our Proposal is an XRAY Superior Proposal, as such term is defined in the Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019 (the "Merger Agreement"), by and among XPER, TiVo, XRAY­TWOLF HoldCo Corporation, XRAY Merger Sub Corporation and TWOLF Merger Sub Corporation (the "TiVo Transaction").

Our Proposal

The following outlines the terms of our Proposal:

1. Valuation; Transaction Structure. We hereby propose to acquire all of the outstanding equity of XPER for an all-cash consideration of $23.30 per share. Our all-cash per share purchase price is a 33% premium to the 30 trading-day average of XPER's stock price immediately prior to the date of this Proposal and 20% premium to XPER's stock price on February 21, 2020. It is also an 11% premium to XPER's stock price on December 18, 2019, the last trading day prior to the announcement of the TiVo Transaction. Our Proposal provides certainty to XPER's stockholders regarding the per share price they would receive; whereas in the TiVo Transaction, because XPER' s stockholders would receive a fixed number of shares of HoldCo (as defined in the Merger Agreement) common stock, the market value of XPER common stock at the time of consummation of the TiVo Transaction may be significantly lower than the price contemplated by XPER at the time of execution of the Merger Agreement.
2. Financing. Our proposal is not subject to any financing contingency. Metis has readily committed capital with which to consummate the acquisition and pay associated costs and expenses without any need for other financing sources. We attach hereto a letter from Method Investments & Advisory Ltd, a diversified boutique investment firm, evidencing the committed capital. We expect the financing arrangements will be finalized promptly after submission of our Proposal.
3. Approvals; Conditions. We fully expect our proposed transaction will be completed within the timeframe anticipated for the TiVo Transaction. We have already obtained all necessary corporate approvals to proceed with the transaction. As opposed to our Proposal, the TiVo Transaction has the uncertainty of having to obtain the approval of TiVo's stockholders, required waiting period and approval from the Korea Fair Trade Commission, as well as risks associated with delivery of the tax opinions by counsel to XPER and TiVo.
4. Resources & Due Diligence Investigation. We are working closely with Mr. Tom Lacey (see "About Metis," below) and have already committed significant internal and external resources, including formally engaging Maplewood Capital, LLC, as our advisor on this matter ("Maplewood") and Morrison & Foerster LLP, as our legal advisor. We anticipate our confirmatory due diligence to be completed expeditiously prior to signing.
5. Definitive Agreement. We are ready to execute a merger agreement that is substantially the same as the Merger Agreement, except for those changes set forth in our Proposal, including the all-cash consideration. Our legal counsel stands ready to advance the definitive documentation toward final execution promptly.

Superior Proposal

We believe our Proposal is superior for the following reasons:

1. XPER stockholders would receive a higher purchase price at closing. Our proposed per share purchase price of $23.30 is a 20% premium based on the closing price of XPER on February 21, 2020, and a 33%, premium to the 30 trading-day average of XPER's stock price immediately prior to the date of this Proposal. It is also an 11% premium to XPER's stock price on December 18, 2019, the last trading day prior to the announcement of the TiVo Transaction.
2. Our Proposal is all cash, which provides immediate, certain and superior value for XPER's stockholders as opposed to the uncertain liquidity associated with the TiVo Transaction.
3. XPER would have a faster and more certain path to closing a transaction. Our Proposal would be subject to only the vote of XPER's stockholders whereas the TiVo Transaction requires the vote of both the XPER and TiVo stockholders. XPER stockholder approval would be pursuant to a proxy statement filed with the Securities and Exchange Commission, which is generally subject to less scrutiny than a Registration Statement on Form S-4 required for the TiVo Transaction.
4. We would agree to a "hell or high water" covenant related to any required U.S. antitrust approval. Nonetheless, we do not foresee any concerns with receipt of HSR approval for our Proposal.
5. We do not have any Approval Requirement with Korea Fair Trade Commission. Based on our current diligence, unlike the TiVo Transaction, neither XPER nor Metis would have any filing requirement with the Korea Fair Trade Commission, thereby providing greater deal certainty.
6. Our all-cash Proposal eliminates the need for tax opinions from Skadden, Arps, Slate, Meagher & Flom LLP and Cooley LLP as closing conditions for the TiVo Transaction, thereby providing greater deal certainty.

We are confident that we can consummate our Proposal faster and with more certainty of completion than the TiVo Transaction and that, it would result in a better outcome for XPER's stockholders. We are prepared to enter into negotiations with you immediately regarding our Proposal and believe we will be in a position to execute a mutually acceptable merger agreement on an expedited timeline.

About Metis

Metis Ventures LLC ("Metis") is a Delaware limited liability company. Tom Lacey and Amir Ansari are the managing members of Metis. Mr. Lacey is a proven and successful executive in the technology field with a career spanning over 30 years. Mr. Lacey is a seasoned Chief Executive Officer of multiple public companies, including XPER, Phoenix Technologies, Immersion Corporation and International Displayworks. Mr. Ansari is an inventor and serial entrepreneur with over 25 years of experience in designing and building innovative technologies in the areas of telecommunications, Internet of Things, artificial intelligence, machine learning, edge computing, personalized healthcare, and multimedia services. Mr. Ansari is an inventor of numerous major patents in various relevant areas of technology.

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This letter reflects our Proposal, and no legally binding obligation shall arise unless and until definitive documentation satisfactory to all parties shall have been executed and delivered.

Mr. Lacey and Maplewood are available to discuss any aspect of our Proposal. We are committed to pursuing a transaction expeditiously on the terms set forth herein and would request to meet with members of the Board of Directors and management of XPER, at its offices in California, as promptly as possible to discuss our Proposal, which we believe provides a more compelling value proposition to the Company and its stockholders than currently provided by the TiVo Transaction. We hope to receive a favorable response from you promptly.

compelling value proposition to the Company and its stockholders than currently provided by the TiVo Transaction. We hope to receive a favorable response from you promptly.

Very truly yours,

METIS VENTURES LLC
By: /s/ Tom Lacey
Tom Lacey, Managing Member
By: /s/ Amir Ansari
Amir Ansari, Managing Member

Method Investments and Advisory Ltd.
40 New Bond Street
London W1S 2RX
T: +44 (0) 2034302100
F: +44 (0) 2034302101
www.methodinv.com

February 21, 2020

Metis Ventures LLC
Attention: Mr. Tom Lacey and Mr. Amir Ansari
Managing Member
13101 PRESTON RD STE 110 1005
DALLAS, TX 75240

Subject: Commitment Letter ("Letter") for Debt Financing of the Metis Ventures LLC ("Metis") acquisition of Xperi Corporation ("XPER")

Dear Mr. Ansari,

Founded in 2001, Method Investments & Advisory Ltd ("Method") is an independent diversified boutique investment firm, offering a range of services to the global investment community. Since our founding, we have successfully grown to establish a well-capitalized business covering a broad range of activities and markets including asset management, capital markets and advisory to corporates and family offices. Method is dedicated to delivering innovative and flexible investment solutions to its clients.

Method is authorized and regulated by the Financial Conduct Authority (FCA) in the United Kingdom. Method is organized under the laws of the United Kingdom with its principal office at 40 New Bond Street, London, W1S 2RX.

Nashville S.a.r.l., a Luxembourg société á responsabilité limitée, a wholly owned subsidiary of Method, is pleased to provide $1,500,000,000 USD in debt financing in connection with Metis's acquisition of 100% of the common stock of XPER through a fund to be created and managed by Nashville S.a.r.l..

This Letter is valid until July 1, 2020. Nothing in this Letter shall be deemed to create a partnership or any contractual relationship between Method and any other party or authorize any party to act as the agent of Method. This Letter is subject to execution of binding Purchase Agreement between Metis Ventures LLC and XPER Corporation.

We are very pleased to submit this Letter to you and look forward to working with your esteemed company for the successful closing of the proposed transaction.

Yours sincerely,

METHOD INVESTMENTS & ADVISORY LTD.
By: /s/ Giuseppe Dessi
Giuseppe Dessi
Director

Authorised and Regulated by Financial Conduct Authority
VAT number: 298339349 Registered in England No. 04316140

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