Fidelio Completes Acquisition of InterTrust Technologies Corporation
Fidelio Acquisition Company, LLC, whose members are Sony Corporation of America, a subsidiary of Sony Corporation (NYSE: SNE), Royal Philips Electronics N.V. (NYSE: PHG)(AEX: PHI) and Stephens Acquisition LLC, announced today the completion of its acquisition of InterTrust Technologies Corporation.
Following the successful completion last week of the tender offer by Fidelio Sub, Inc., a wholly owned subsidiary of Fidelio, for all of the outstanding shares of InterTrust common stock, Fidelio Sub merged with and into InterTrust without a vote or meeting of InterTrust stockholders in accordance with Delaware law. As a result of the merger which became effective today, each share of InterTrust common stock that was not tendered, other than shares for which appraisal rights are properly demanded, now represents the right to receive $4.25 per share in cash, without interest, which is equal to the price paid by Fidelio for each share validly tendered in the offer. Holders of InterTrust common stock who did not validly tender their shares in the offer will be mailed the notice of merger and appropriate documentation to be used to exchange their shares for the cash merger consideration. InterTrust common stock is no longer traded on the Nasdaq National Market.
About Sony Corporation of America
Sony Corporation of America, based in New York City, is a U.S. subsidiary of Sony Corporation, headquartered in Tokyo. Sony is a leading manufacturer of audio, video, communications and information technology products for the consumer and professional markets. Its music, motion picture, television, computer entertainment and online businesses make Sony one of the most comprehensive entertainment companies in the world. Sony's principal U.S. businesses include Sony Electronics Inc., Sony Pictures Entertainment, Sony Music Entertainment Inc., and Sony Computer Entertainment America Inc. Sony recorded consolidated annual sales of over $56.9 billion for the fiscal year ended March 31, 2002, and it employs 168,000 people worldwide. Sony Corporation of America recorded over $18.5 billion in sales in the U.S. for the fiscal year ended March 31, 2002. Sony Corporation of America's homepage is: http://www.sony.com/SCA/index.html.
About Royal Philips Electronics N.V.
Royal Philips Electronics of the Netherlands is one of the world's biggest electronics companies and Europe's largest, with sales of EUR 32.3 billion in 2001. It is a global leader in color television sets, lighting, electric shavers, medical diagnostic imaging and patient monitoring, and one-chip TV products. Its 184,000 employees in more than 60 countries are active in the areas of lighting, consumer electronics, domestic appliances, semiconductors, and medical systems. Philips is quoted on the NYSE (symbol: PHG), London, Frankfurt, Amsterdam and other stock exchanges. News from Philips is located at http://www.philips.com/newscenter.
About Stephens Acquisition LLC
Stephens Acquisition LLC, an Arkansas limited liability company and a wholly owned subsidiary of Stephens Group, Inc., is a newly formed entity and has not conducted any business other than in connection with the tender offer. Stephens Group, Inc. is a privately held, Little Rock, Arkansas based holding company. It is the parent of Stephens Inc., an investment banking firm that is a member of the National Association of Securities Dealers and the New York Stock Exchange, and Stephens Group, Inc. also conducts extensive merchant banking activities.
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.
STATEMENTS IN THIS PRESS RELEASE THAT ARE NOT HISTORICAL, ARE FORWARD- LOOKING STATEMENTS THAT ARE ESTIMATES REFLECTING THE BEST JUDGMENT OF FIDELIO ACQUISITION COMPANY BASED ON CURRENTLY AVAILABLE INFORMATION. SUCH FORWARD- LOOKING STATEMENTS INVOLVE ACTUAL KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, CONTINGENCIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE STATED. SUCH RISKS, UNCERTAINTIES, CONTINGENCIES AND OTHER FACTORS, MANY OF WHICH ARE BEYOND THE CONTROL OF FIDELIO ACQUISITION COMPANY, INCLUDE, BUT ARE NOT LIMITED TO, THE SATISFACTION OF THE CONDITIONS TO CLOSING, GENERAL ECONOMIC FACTORS AND CAPITAL MARKET CONDITIONS, AND GENERAL INDUSTRY TRENDS. NONE OF FIDELIO ACQUISITION COMPANY, FIDELIO SUB AND INTERTRUST UNDERTAKES ANY OBLIGATION (AND THEY EXPRESSLY DISCLAIM ANY SUCH OBLIGATION) TO UPDATE OR ALTER ANY FORWARD- LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
SOURCE: Fidelio Acquistion Company, LLC
CONTACT: Press - Mack Araki, Corporate Communications, +1-212-833-6821,
firstname.lastname@example.org, or Investors & Financial Analysts - Kumiko Koyama,
Investor Relations, +1-212-833-5011, email@example.com, both of Sony
Corporation of America; or Caroline Kamerbeek, Philips Intellectual Property &
Standards, +31-40-273-5485, firstname.lastname@example.org, or Andre Manning,
Philips Corporate Communications, +31-20-597-7199, email@example.com,
both of Royal Philips Electronics; or A. Robert Towbin of Stephens Acquisition
LLC, +1-212-891-1700, c/o Stephens Financial Group