An investigation on behalf of investors, who currently hold shares of TiVo Corporation (NASDAQ: TIVO), was announced concerning whether the takeover of TiVo Corporation is unfair to NASDAQ: TIVO stockholders.

The investigation by a law firm concerns whether certain officers and directors of TiVo Corporation breached their fiduciary duties owed to NASDAQ: TIVO investors in connection with the proposed acquisition.

San Jose, CA based TiVo Corporation provides media and entertainment products for the consumer entertainment industry worldwide. On December 19, 2019, Xperi Corporation (Nasdaq: XPER) and TiVo Corporation (Nasdaq: TIVO) announced they entered into an agreement to combine in an all-stock transaction, representing approximately $3 billion of combined enterprise value. The merger agreement provides for a 0.455 fixed exchange ratio. Based on a closing price of $20.94 per NASDAQ: XPER share investors in NASDAQ: TIVO will receive a value of approximately $9.53 per NASDAQ: TIVO shares they hold.

However, given that at least one analyst has set the high target price for NASDAQ: TIVO shares at $19.00 per share and given that NASDAQ: TIVO shares traded in early 2019 at $11.64 per share, the investigation concerns whether the offer is unfair to NASDAQ: TIVO stockholders. More specifically, the investigation concerns whether the TiVo Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.