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PHILIPS AND SONY LEAD ACQUISITION OF INTERTRUST
AMSTERDAM, NEW YORK, November 13, 2002 --Fidelio Acquisition Company, LLC, a company formed by Sony Corporation of America, a subsidiary of Sony Corporation (NYSE:SNE), Royal Philips Electronics (AEX: PHI, NYSE: PHG) 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.
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 www.philips.com/newscenter.