Roxio Completes Acquisition of MGI Software

Combination Creates One of World's Largest Digital Media Software Companies with Installed Base of More Than 100 Million Users

Roxio Brand Now Includes #1 Selling Products for CD Burning, Digital Photo Editing, Digital Video Editing and System Recovery

Milpitas, California - (February 1, 2002) - Roxio, Inc. (Nasdaq: ROXI), The Digital Media Company, today announced that it has completed the acquisition of MGI Software Corporation (TSE: MGI). The intent to acquire was originally announced on December 4, 2001.

Pursuant to the terms of the agreement between the parties, the former shareholders of MGI will receive 0.05050 shares of common stock of Roxio for every one common share of MGI or a total of 2,203,451 shares. Based on Roxio's closing price as of January 31, 2002 and the exchange rate, this amount represents a purchase price of approximately $35.4 million U.S. or C$56.9 million. On a per share basis, this represents a purchase price of approximately $0.81 U.S. or C$1.30.

By adding the best-selling photo and video editing software products, PhotoSuite and VideoWave, to Roxio's best-selling CD burning, Easy CD Creator and Toast, and system recovery software, GoBack, the acquisition creates one of the world's largest digital media software companies with a global installed base of more than 100 million consumers. Roxio's products are sold by leading retailers worldwide including Best Buy, CompUSA, Circuit City and Staples, and are bundled with devices including PCs, PDAs, digital cameras, digital camcorders, scanners and printers by leading OEMs such as Dell, Toshiba, Sony, Palm, Olympus, Nikon and Lexmark.

"This acquisition broadens our footprint within the digital media software space and is key to Roxio's long-term strategy of providing a world-class suite of integrated digital media products that is unmatched in the industry," stated Roxio's President and CEO Chris Gorog. "Roxio is delivering on its vision to be a one-stop shop, providing everything that consumers and OEMs need for a fun and successful digital media experience. Our new products address some of the fastest growing digital media markets according to International Data Corporation (IDC), which projects the installed bases of digital cameras and digital video cameras to reach over 80 million and 35 million, respectively, over the next five years. Additionally, we now have an opportunity to cross-sell between the Roxio and MGI installed base and to leverage that user base when we introduce exciting new products such as DVD recording software."

Roxio's product portfolio now includes the following top-selling brands:

Easy CD Creator (for Windows)

The #1 selling CD burning software product in the world that enables consumers to burn photo, music, video and data CDs.

Toast (for Macintosh)

The #1 selling CD burning software product in the world that enable consumers to burn photo, music, video and data CDs.


The #1 selling photo editing software that makes it easy to edit, organize and share your photos.


The #1 selling video editing software tool that allows business and home users to create videos for the Web, CD, DVD, VCD and VHS.


The #1 selling system recovery software that allows user to "go back" in time and recover from system crashes and virus attacks.

Mid-quarter Conference Call

Roxio plans to issue a press release and hold a conference call and web cast to discuss the integration of MGI's products and technology and provide updated financial guidance for investors during the week of February 25, 2002. Specific details on the conference call will be forthcoming closer to the date of the call.

Safe Harbor Statement

The matters discussed relating to Roxio in this press release, in particular matters related to Roxio's OEM relationships, include forward-looking statements that are subject to certain risks and uncertainties, including delays in product development, competition in the software industry, and failure to maintain OEM relationships, that could cause actual results to differ materially from those projected. Additional information on these and other factors are contained in Roxio's reports filed with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 10-K as filed with the SEC on July 1, 2002 and Quarterly Report on Form 10-Q as filed with the SEC on November 13, 2002, copies of which are available at the website maintained by the SEC at Roxio assumes no obligation to update the forward-looking statements included in this press release.

About Roxio

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 Roxio's parent company, Sonic Solutions (NASDAQ: SNIC; 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.