Roxio Adopts Stockholders' Rights Plan
Milpitas, Calif., May 21, 2001 - Roxio, Inc. (Nasdaq: ROXI) today announced that its board of directors adopted a Stockholders' Rights Plan on May 18th, 2001. Under the plan, Roxio will issue a dividend of one right for each share of common stock - par value of $0.001 per share - of the company held by stockholders of record as of the close of business on June 15, 2001. The plan is designed to assure stockholders fair value in the event of a future unsolicited business combination or similar transaction involving the company. Roxio added that the plan was not adopted in response to any attempt to acquire the company, and that it is not aware of any such efforts.
Under the plan, each Right will entitle stockholders to purchase a fractional share of the company's preferred stock for $77.00. Initially, the Rights will not be exercisable and will trade with the company's common stock. Generally, the Rights may become exercisable if a person or group acquires beneficial ownership of 15 percent or more of Roxio's common stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 15 percent or more of Roxio's common stock. Upon occurrence of these events, unless redeemed for $0.001 per right, the Rights will then become exercisable by holders of the Rights, other than an unsolicited third party acquirer, for common shares of the company, or of the third party acquirer, having a value of twice the Right's then-current exercise price. Further details of the plan are outlined in a letter that will be mailed to stockholders as of the record date.
Roxio, a division of Sonic Solutions, develops and markets the best-selling digital media software in the world. Roxio offers award-winning software products for CD/DVD burning, photo editing and video editing and has an installed base of over 150 million
users. Roxio distributes its products globally through strategic partnerships with major hardware manufacturers, through leading
retailers, through Internet partnerships and through direct sales at www.roxio.com. Roxio's
parent company, Sonic Solutions (NASDAQ: SNIC;
http://www.sonic.com) is the leader in digital media software and provides a broad range of software
tools and applications for creative professionals, business and home users and technology partners. Sonic's products range from professional
DVD authoring systems and interactive content delivery technologies that are used to produce the majority of Hollywood movies released on DVD,
to the award-winning Roxio- and Sonic-branded CD and DVD creation, playback and backup applications that have become the premiere solutions
for consumers and business users worldwide. Sonic's AuthorScript® is the de facto standard for CD and DVD burning and formatting and has
been licensed by major software and hardware manufacturers, including Adobe, Broadcom, Microsoft, Scientific-Atlanta, Sony, and many others.
Sonic Solutions is headquartered in Marin County, California.
Sonic, the Sonic logo, Sonic Solutions, Roxio, MyDVD, CineMagic, Plug & Burn, LiveShare, Roxio Easy Media Creator, and
AuthorScript are trademarks or registered trademarks of Sonic Solutions or its subsidiaries in the United States and/or other
countries. Dolby is a trademark of Dolby Laboratories. All other company or product names are trademarks of their respective
owners and, in some cases, are used by Sonic Solutions under license. Specifications, pricing and delivery schedules are subject
to change without notice.