Rovi (ROVI) merger with TiVo (TIVO) - 2016

Rovi completed its merger with TiVo on 9/8/16 for cash and Rovi stock.

The SEC filing for this merger can be found through the Rovi  web site at:

 Select the form S-4/A filed 7/25/16. For the final exchange ratio select the form 8K filed 9/2/16.

Immediately after the merger ROVI took on the name and ticker symbol of TiVo (TIVO).


This merger is a cash-plus-stock reorganization. All the information below is from the information available from the forms S-4/A and 8K filed with the SEC. Be aware that this document explicitly states that all tax consequences are not knowable for all shareholders. Depending on certain circumstances, the cash received may be treated as a dividend. This treatment is unusual for small retail holders of the involved companies.

The price used to calculate the value of stock received was 22.30 which was the opening price on 9/8/16. The exchange ratio was calculated by the parties to the merger using a weighted average over several days before the merger and was 20.6344.


Instructions for Myiclub Users.

Because Rovi took on the name and ticker symbol of TiVo after the merger, this transaction will require 2 entries, first the merger with cash and then a simple merger to get back to the TIVO ticker symbol.

Use the Merger with cash transaction.

Step 1

  • Date – 9/7/16
  • Merging Company –TIVO

Step 2

  • Be sure to choose the option Transaction is taxable to a maximum of the cash received.
  • Cash per share received:  2.75
  • Exchange ratio of new to old shares: .3853 TO 1
  • Price per share of new shares on merger date: 22.30
  • Reorganization Fee: See your broker statement
  • Symbol of New Company: ROVI (Rovi Corp)
  • Shares received and Price per Share should auto-fill from information above.
  • Cash Received: Leave this blank for now.


The Name Change Merger

Use the Merger transaction.

Step 1

  • Date – 9/8/16
  • Merging Company – ROVI
  • Number of daughter companies –  1

Step 2

  • Symbol of new company – TIVO
  • Shares received – match the total seen at the top of this page. This should be .3853 x (# of old TIVO shares held). The value at the top of the page may be rounded to fewer places. Use the calculated value if the amount at the top of the page has fewer decimal places.
  • Price per share – 22.30
  • Cash Received– Enter the cash-in-lieu amount from broker statement.
  • Save this merger and you are done.



Important Reminders:

The tax status of this merger is subject to change if the IRS challenges the company interpretation of the tax code as it relates to this merger or if the analysis of the conditions mentioned in form S-4/A requires a change. It may be necessary to change the entries for this merger at a later date.


In Merger with cash transactions, realizedcapital gains and the cost basis of the new shares have a component dependent on the price per share chosen in the entry screens. In our experience brokers tend to use the price per share published by the companies on their websites in their guidance to shareholders. If the companies publish guidance with a share price, we use that share price in our instructions to minimize possible differences between the accounting records and broker information. In cases where no guidance is available, we will choose the lower of the opening or closing price on the effective date. Either of these prices is acceptable to the IRS and by choosing the lower price some realized capital gains will be deferred to a later date. However, there is always the chance the price we choose will not be the price chosen by your broker. The gain from the merger and cost basis of the new shares recorded in your accounting records will then differ from your broker information. Because of the lack of detail in the tax code, both our choice and your broker’s choice would be reasonable estimates of market value for the shares received. Your records are NOT incorrect because they differ from your broker. Tax return forms do have specific areas to report these usually small differences. Our tax printer software handles these adjustment entries automatically in the normal operation of the software.