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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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INTERTRUST TECHNOLOGIES CORPORATION
(Name of Subject Company (Issuer))
KONINKLIJKE PHILIPS ELECTRONICS N.V.
SONY CORPORATION OF AMERICA
FIDELIO ACQUISITION COMPANY, LLC
FIDELIO SUB, INC.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
46113Q109
(CUSIP Number of Class of Securities)
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Elizabeth Coppinger, Manager Ruud Peters, Manager
Fidelio Acquisition Company, LLC Fidelio Acquisition Company, LLC
c/o Sony Corporation of America c/o Koninklijke Philips Electronics N.V.
550 Madison Avenue, 35th floor Amstelplein 2
New York, New York 10022-3321 1096 BC Amsterdam
Telephone: (212) 833-6039 The Netherlands
Telephone: +31(40)274-3422
(Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
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Copy to:
Morton A. Pierce, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
Telephone: (212) 259-8000
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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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Fidelio Acquisition Company, LLC issued the following press release:
Philips and Sony Lead Acquisition of InterTrust
AMSTERDAM, Netherlands and NEW YORK, Nov. 13 -- Fidelio Acquisition Company,
LLC, a company formed by Sony Corporation of America, a subsidiary of Sony
Corporation (NYSE: SNE), Royal Philips Electronics (NYSE: PHG; AEX: PHI) and
certain other investors, has executed a definitive agreement to acquire
InterTrust Technologies Corporation (Nasdaq: ITRU). As a result of the
transaction, Fidelio will acquire all of the outstanding common stock of
InterTrust for approximately $453 million on a fully diluted basis or $4.25 per
share. The most important objective of the transaction is to enable secure
distribution of digital content by providing wider access to InterTrust's key
Digital Rights Management (DRM) intellectual property on a fair and reasonable
basis.
InterTrust is a leading holder of intellectual property in DRM. The company
holds 26 U.S. patents and has approximately 85 patent applications pending
worldwide. InterTrust's patent portfolio covers software and hardware
technologies that can be implemented in a broad range of products that use DRM,
including digital media platforms, web services and enterprise infrastructure.
InterTrust's Board of Directors has unanimously approved the acquisition and has
determined that the transaction is advisable and in the best interest of its
shareholders. All InterTrust board members owning shares including Victor Shear,
Founder and Chairman of the board of directors, have agreed to tender all their
shares of InterTrust common stock, representing approximately 20% of the
outstanding common stock, in favor of the transaction. The acquisition, which is
subject to customary closing conditions, including regulatory approvals, is
expected to close in early 2003.
"Throughout Sony on a global scale, we operate with a keen awareness that the
future growth of the consumer electronics, computer and entertainment industries
will be heavily influenced by the ability to transmit digital content in a
secure environment," said Nobuyuki Idei, Chairman and Chief Executive Officer of
Sony Corporation. "This acquisition will significantly accelerate the ability to
ensure secure delivery of digital content. This in turn will enable the
development of many exciting new services for consumers and businesses."
"Philips is focused on the right of consumers to fairly access and enjoy digital
content," said Gerard Kleisterlee, Philips' President and CEO. "Wider access to
InterTrust's DRM Intellectual Property will allow both consumers and content
providers to securely access and distribute digital content with their preferred
devices. In doing so, barriers to digital content access can be removed to
deliver enhanced consumer choice via new services. The deal will lead to a broad
platform of DRM IP and new Philips products with integrated DRM technology. DRM
is a key element towards a genuine digital revolution, and will be an important
driver to reinvigorating the technology sector."
"Sony is committed to creating an environment where digital content can be
securely distributed and enjoyed," said Robert Wiesenthal, Executive Vice
President and Chief Strategy Officer of Sony Broadband Entertainment, Sony
Corporation of America. "Through this transaction
InterTrust's important DRM patents will be more widely available on a fair and
reasonable basis."
"Philips is convinced that DRM technologies will be tremendously valuable in
enabling the secure distribution of digital content, and in turn will facilitate
a larger offering of digital content to consumers," said Ruud Peters, Executive
Vice President and Chief Executive Officer of Philips' Intellectual Property &
Standards. "Philips will continue to play a leading role in DRM."
About Sony Corporation of America
Sony Corporation of America, based in New York City, is the 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
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.
THIS DOCUMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO
SELL SECURITIES. FIDELIO ACQUISITION COMPANY HAS NOT YET COMMENCED THE TENDER
OFFER DESCRIBED HEREIN. THE TENDER OFFER WILL BE MADE ONLY THROUGH AN OFFER TO
PURCHASE AND RELATED LETTER OF TRANSMITTAL. INVESTORS AND SECURITY HOLDERS ARE
STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT OF FIDELIO ACQUISITION
COMPANY WHEN SUCH DOCUMENTS ARE FILED AND BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. THE TENDER OFFER STATEMENT WILL BE FILED BY
FIDELIO ACQUISITION COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC").
INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE STATEMENTS (WHEN
FILED AND AVAILABLE) AND OTHER RELEVANT DOCUMENTS ON THE SEC'S WEB SITE AT:
HTTP://WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY ALSO BE
OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO FIDELIO ACQUISITION COMPANY.
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. FIDELIO ACQUISITION COMPANY AND
INTERTRUST ARE UNDER NO OBLIGATION (AND EXPRESSLY DISCLAIM ANY SUCH OBLIGATION)
TO UPDATE OR ALTER ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.
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