UBS Sues TiVo for Shutting It Out of Merger With Rovi

  • Bank says it had open-ended agreement with TiVo for deal
  • UBS says it’s fulfilled all of its obligations for TiVo

UBS Group AG sued TiVo Corp. for shutting it out of its merger with Rovi Corp., even though the bank had a contract to provide the digital-video recording pioneer with financial advice since 2010.

TiVo breached a contract requiring it to use UBS as its financial adviser on acquisitions and sales, the Zurich-based bank claimed in a lawsuit filed Friday in New York state court in Manhattan.

TiVo’s financial adviser on the Rovi deal included former UBS bankers who had previously advised the company, the bank said. The adviser was paid $14.5 million, UBS said. The bank sued for unpaid retainer fees of at least $1.3 million and $14.5 million in fees and damages. 

UBS said that it has fulfilled its obligations as TiVo’s financial and capital markets adviser, providing a variety of services. In 2013, the bank said it helped TiVo rebuild its financial model and from 2013 to 2016, UBS said it provided analysis and advice on a regular basis.

A spokesman for TiVo couldn’t be immediately reached for comment.

In February 2016, UBS made a presentation about potential business opportunities for TiVo to Naveen Chopra, who’s now the company’s interim chief executive officer and at the time was its senior vice president for corporate development, the bank alleged. UBS said it identified a number of companies that could be opportunities for TiVo, including Rovi, according to the lawsuit. 

A month later, on March 18, 2016, UBS had a call with Chopra who asked the bank to contact one of the companies and asked for information about two others, according to the complaint. Then on March 24, just six days after the UBS-TiVo call, the bank said the New York Times reported that TiVo had entered into merger discussions with Rovi. On April 29, 2016, TiVo announced it would merge with Rovi.

The case is UBS Securities LLC v. TiVo Inc., 650479/2017, New York State Supreme Court (Manhattan).

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