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Rovi Corporation Comments on ISS Recommendation

Company Release - 4/28/2015 11:19 AM ET

Board Strongly Disagrees with ISS Recommendation in Favor of Two of Three Dissident Nominees; Reiterates Belief that Rovi Has the Right Board in Place to Drive Value

Urges Stockholders to Vote the BLUE Proxy Card

SANTA CLARA, Calif.--(BUSINESS WIRE)-- Rovi Corporation (NASDAQ:ROVI) today issued the following statement in response to the recommendation issued by Institutional Shareholder Services (“ISS”) regarding the election of directors at the Company’s 2015 Annual Meeting of Stockholders, which will be held on May 13, 2015.

“We believe Rovi’s seven highly qualified directors are best positioned to continue executing Rovi’s strategic plan and drive value for Rovi stockholders. Our Board has taken deliberate actions to transform Rovi’s leadership, strategy and structure, and we are now well-positioned to leverage our compelling patent portfolio and continue developing next-generation products to drive sustainable returns. Engaged Capital has not articulated a vision or alternative plan for Rovi beyond generic corporate finance strategies, and we strongly disagree with ISS’ recommendation that stockholders vote for Engaged Capital nominees Raghavendra Rau and Glenn Welling. While we understand ISS has a history of supporting dissidents, we believe that supporting Engaged Capital’s slate of nominees, none of whom have compelling track records or expertise, is not in the best interests of our stockholders. We trust our stockholders will make an independent assessment in deciding the best path forward for Rovi.”

Rovi’s Board of Directors and management team intend to provide a more detailed response shortly. Rovi encourages its stockholders to vote the BLUE proxy card.

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

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Rovi Corporation, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with Rovi’s 2015 Annual Meeting of Stockholders. Rovi has filed with the SEC and has provided to its stockholders a definitive proxy statement and a BLUE proxy card in connection with such solicitation. ROVI STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Information regarding the names of Rovi’s directors and executive officers and their respective interests in Rovi by security holdings or otherwise is set forth in Rovi’s definitive proxy statement for the 2015 Annual Meeting of Stockholders, filed with the SEC on April 13, 2015, and in Rovi’s annual report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 19, 2015, which documents are available at the investor relations portion of Rovi’s website at http://ir.rovicorp.com/CorporateProfile.aspx?iid=4206196. To the extent holdings of such participants in Rovi’s securities have changed since the amounts described in the 2015 proxy statement, or if a particular participant’s holdings are not set forth in the 2015 proxy statement, such holdings (or changes thereto) have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the special interests of such participants, if any, in the matters to be voted on at Rovi’s 2015 Annual Meeting of Stockholders is included in the definitive proxy statement referred to above. You can obtain free copies of these referenced documents as described below.

These documents, including the definitive proxy statement (and amendments or supplements thereto) and the accompanying BLUE proxy card, and any other relevant documents and other material filed by Rovi with the SEC, are or will be available for no charge at the SEC's website at www.sec.gov and at the investor relations portion of Rovi’s website at http://ir.rovicorp.com/CorporateProfile.aspx?iid=4206196. Copies may also be obtained free of charge by contacting Rovi Investor Relations by mail at 2830 De La Cruz Boulevard, Santa Clara, California 95050 or by telephone at (408) 562-8400.

About Rovi Corporation

Rovi is leading the way to a more personalized entertainment experience. The Company’s pioneering guides, data, and recommendations continue to drive program search and navigation on millions of devices on a global basis. With a new generation of cloud-based discovery capabilities and emerging solutions for interactive advertising and audience analytics, Rovi is enabling premier brands worldwide to increase their reach, drive consumer satisfaction and create a better entertainment experience across multiple screens. The Company holds over 5,000 issued or pending patents worldwide and is headquartered in Santa Clara, California. Discover more about Rovi at Rovicorp.com.

Investors
Rovi Corporation
Peter Halt, 818-295-6800
Peter Ausnit, 818-565-5200
or
MacKenzie Partners, Inc.
Dan Burch, 212-929-5500
or
Media
Sard Verbinnen & Co
John Christiansen, 415-618-8750
Megan Bouchier, 415-618-8750

Source: Rovi Corporation