SANTA CLARA, Calif., November 13, 2002 -- InterTrust Technologies Corporation (Nasdaq: ITRU) the leading inventor of digital rights management (DRM) and trusted computing technologies, announced that it has executed a definitive merger agreement with Fidelio Acquisition Company, LLC, a company formed by Sony Corporation of America, Royal Philips Electronics, and certain other investors. Under the merger agreement, Fidelio will acquire InterTrust for approximately $453M cash on a fully diluted basis.
Pursuant to the terms of the merger agreement, Fidelio Acquisition Company is required to commence a tender offer to purchase all outstanding shares of InterTrust common stock for $4.25 in cash by November 22.
InterTrust's Board of Directors has unanimously approved the acquisition and has determined that the transaction is advisable and in the best interest of its shareholders. All InterTrust board members owning shares, including Victor Shear, Founder and Chairman of the board of directors, have agreed to tender all their shares of InterTrust common stock, representing approximately 20% of the outstanding common stock, into the tender offer. The transaction is subject to customary conditions for a transaction of this type, including regulatory approvals.
"By supporting the acquisition of InterTrust, Sony and Philips, two great, global technology companies, are clearly endorsing the importance of InterTrust's broad, trusted computing/DRM patent portfolio," said Victor Shear, InterTrust's Founder and Chairman. "We believe that our IP portfolio can enhance Fidelio's partners' and customers' ability to execute their business agendas for both the media and enterprise markets."
"We are pleased that Sony and Philips are part of the acquisition of InterTrust," said David Lockwood, InterTrust President and CEO. "This transaction will promote the development of digital media and commerce. Through more widespread deployment of our inventions, consumers and businesses will benefit from the secure distribution of digital content."
Allen & Company LLC acted as financial advisor to InterTrust in this transaction.
About InterTrust Technologies Corporation
InterTrust develops and licenses intellectual property for DRM and trusted computing. The Company holds 26 U.S. patents and has approximately 85 patent applications pending worldwide. InterTrust's patent portfolio covers software and hardware techniques that can be implemented in a broad range of products that use DRM and trusted computing technologies, including computer operating systems, digital media platforms, web services, and enterprise infrastructure. InterTrust has research, engineering, and IP groups focusing on developing and monetizing next-generation technologies and inventions.
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