 SONIC SOLUTIONS Filed by DivX, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 (the “Exchange Act”) Subject Company: DivX, Inc. Exchange Act File Number: 001-33029 Slide presentation used in DivX, Inc. employee town hall meetings beginning on July 13, 2010. |
 SONIC SOLUTIONS SONIC SOLUTIONS Cautionary Note Regarding Forward-Looking Statements: This presentation includes statements about future economic performance, finances, expectations, plans and prospects of Sonic Solutions and DivX, both individually and on a consolidated basis, that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by such statements. For further information regarding cautionary statements and factors affecting future results of Sonic Solutions, please refer to the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to the Annual Report and other documents filed by Sonic Solutions with the Securities Exchange Commission (“SEC”) and, in the case of DivX, please refer to its Annual Report for the year ended December 31, 2009 posted on its website at www.divx.com. Neither Sonic Solutions nor DivX undertakes any obligation to update or revise publicly any forward-looking statement whether as a result of new information, future developments or otherwise. This presentation contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about our beliefs, plans or expectations, are forward-looking statements. These statements are based on Sonic Solutions’s or DivX’s current plans, estimates and expectations. Some forward-looking statements may be identified by use of terms such as “believe,” “anticipate,” “intend,” “expect,” “project,” “plan,” “may,” “should,” “could,” “will,” “estimate,” “predict,” “potential,” “continue,” and similar words, terms or statements of a future or forward-looking nature. In light of the inherent risks and uncertainties in all forward-looking statements, the inclusion of such statements in this presentation should not be considered as a representation by Sonic Solutions, DivX or any other person that Sonic Solutions’s or DivX’s objectives or plans, both individually and on a consolidated basis, will be achieved. A non-exclusive list of important factors that could cause actual results to differ materially from those in such forward-looking statements includes various factors set forth, in the case of Sonic Solutions, in its recent reports on Form 10-K, Form 10-Q and other documents of Sonic Solutions on file with the SEC and, in the case of DivX, in its 10-Q for the first quarter ended March 31, 2010 and its Annual Report for the year ended December 31, 2009 posted on its website at Risks and uncertainties relating to the proposed amalgamation include the risks that: (1) the parties will not obtain the requisite shareholder or regulatory approvals for the transaction; (2) the anticipated benefits of the transaction will not be realized; (3) the parties may not be able to retain key personnel; (4) the conditions to the closing of the proposed amalgamation may not be satisfied or waived; and (5) the outcome of any legal proceedings to the extent initiated against Sonic Solutions or DivX or its respective directors and officers following the announcement of the proposed amalgamation is uncertain. These risks, as well as other risks of the combined company and its subsidiaries may be different from what the companies expect and each party’s management may respond differently to any of the aforementioned factors. These risks, as well as other risks associated with the amalgamation, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 to be filed by Sonic Solutions with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Additional Information about the Proposed Amalgamation and Where to Find It: This material relates to a proposed amalgamation between Sonic Solutions and DivX that will become the subject of a registration statement, which will include a joint proxy statement/prospectus, to be filed by Sonic Solutions with the SEC. This material is not a substitute for the joint proxy statement/prospectus that Sonic Solutions will file with the SEC or any other document that Sonic Solutions may file with the SEC or Sonic Solutions or DivX may send to its shareholders in connection with the proposed amalgamation. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR SENT TO SHAREHOLDERS, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT ON FORM S-4, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED AMALGAMATION. Disclaimer www.divx.com. |
 SONIC SOLUTIONS Transaction Overview Structure • Acquisition of DivX by Sonic for cash and stock Terms • $9.83 per DIVX share (based on SNIC closing price 6/1/10) - Cash: $3.75 - Stock: 0.514 shares of SNIC per DIVX share [almost all of DivX’s cash remains with its shareholders] Contingencies • Regulatory approvals • Shareholder approvals • Customary closing conditions Expected Closing • September 2010 Management • Current Sonic management, augmented with key DivX managers • 2 additional board members from DivX board to be named later |
 Premium Content ~$20M Sonic is: • Leading consumer media software – Creator, Toast, Easy VHS to DVD • OEM, retail, and direct channels – Dell, HP, Best Buy, Walmart, etc. • Strong brand – “Roxio” – #1 U.S. retail market share* • Take advantage of state shift to web delivery – Studios are fully engaged • Enable “storefront partners” – Everyone likes to sell Hollywood content • Establish enduring position – RoxioNow “locker” Personal Content ~$80M SONIC SOLUTIONS *NPD Data, April 2010 |
 SONIC SOLUTIONS A $50 Billion Industry in Transition 5-Year CAGR: 114% The Movie Download Opportunity Source: Morgan Stanley Estimates, Oct 2009 Sonic will capture share as digital distribution expands Domestic Home Video Transactions 0 500 1000 1500 2000 2500 3000 3500 2007 2008 2009 2010 2011 2012 Combined Disc Sales Digital |
 PCs/Macs BD Players Sonic’s Premium Content Strategy: Storefront Partners Drive Adoption Mobile devices Connected TVs DVRs/STBs/DMAs (Ramping to 30 million devices in 2011) SONIC SOLUTIONS |
 SONIC SOLUTIONS SONIC SOLUTIONS Premium Content Model Stores on Connected Devices 3 million 6/10 30 million 6/11 60 - 100 million 6/12 • Trend to connected devices • Partner influence User Activation 3 % 12/09 3 - 5 % 5/10 10 - 20% 6/12 • Brand recognition • Point-of-Sale programs Purchase Behavior < 1 per month 9/09 1 per month 5/10 1 - 3 per month 6/12 • Purchase convenience • Pricing • Locker ubiquity Drivers Model Components Source: Company estimates, June 2010 |
 Content Purchase Trends U.S. Consumers rent >1.5 movies/month Digital download convenience should = >2x month Source: Infographic courtesy of mint.com. Representative sample of U.S. consumer spending based on aggregate data from over 1 million Mint.com users. SONIC SOLUTIONS |
 SONIC SOLUTIONS Scenarios SONIC SOLUTIONS Source: Company estimates, June 2010 |
 DivX is: PC/Mac Software • 500 million downloads to date • Encoders and players for HD content • Rich consumer ecosystem DivX TV • TV “Start page” • Aggregates paid and free web content • Rev-share to CE OEMs with accelerated retail store placement MainConcept • Enterprise video platform • H.264 codec experts • Powering leading video companies globally CE Licensing • Over 300 million device footprint • High-efficiency codecs and profiles • Hollywood- approved DRM • Moving to DivX Plus HD (H.264) SONIC SOLUTIONS |
 SONIC SOLUTIONS SONIC SOLUTIONS DivX’s Business Model • Software distribution drives brand awareness & “toolbar” revenue – 500M downloads – $10M in ride-along software distribution deals • Content availability on web drives consumer demand for CE licensing – Billions of DivX files on the web • CE device compatibility enables content playback, drives consumer demand for software – DivX certification = guaranteed playback |
 SONIC SOLUTIONS The DivX Ecosystem • 500M downloads to date • 1.8 billion player & web player launches/year • 12M unique website visits/month • > 300 M DivX devices shipped worldwide • Emerging segments: DTV, Blu-ray, mobile, PS3 • Billions of DivX video files on the Internet • All digital titles for Warner Bros., Sony Pictures, Paramount, Lionsgate and Starz Media’s Overture Films |
 SONIC SOLUTIONS SONIC SOLUTIONS DivX = The Best “Open” Standard • DivX = Open Standards – DivX based on MPEG-4, part 2 – DivX Plus based on H.264/AVC • DivX = Compatibility – DivX certification ensures playback of MPEG-4 content • DivX = A synonym for quality – DivX encoding and decoding technology are highly efficient and utilize minimal CPU cycles across the broadest number of devices |
 SONIC SOLUTIONS SONIC SOLUTIONS Why We Wanted DivX • Multiple Strategic Touchpoints to Accelerate Sonic’s Strategy, e.g.: – CE footprint – over 300 million devices, w/ DRM – CE operations – over 150 CE partners; over 8000 device SKUs – Recognized consumer codec brand – Enterprise-level codec tools – OTT Platform • Sonic’s Position will Boost DivX’s Business, e.g.: – Retailer, studio support of Divx Codec – Retailer, studio support of Divx TV • … and One More Thing: a Great Business – High margin – Growing – Very accretive |
 Sonic + DivX Touchpoints • Industry leading technology & tools (powers Flash, Real, etc.) • Sonic professional solutions and customer access • Massive online community (1.8 billion impressions/year) • Best in class SW apps to enhance end-to-end media experience • Accelerated CE adoption of RoxioNow service using DivXTV platform • Premium content services and retailer support for DivXTV • Massive “disconnected” device footprint (over 300MM DivX devices) • Accelerated CE adoption through DivX CE relationships/expertise • Stronger CE licensing demand from content services of major retailers CE Licensing Software Distribution Commercial Licensing Content Platform Software Applications Professional Tools SONIC SOLUTIONS |
 SONIC SOLUTIONS PC, Macs BD Players Sonic’s Premium Content Strategy: Storefront Partners Drive Adoption Mobile devices Connected TVs DVRs/STBs/DMAs (Ramping to 30 million devices in 2011) |
 SONIC SOLUTIONS PC, Macs BD Players Our Premium Content Strategy is Accelerated, Enhanced & Expanded Mobile devices Connected TVs w. Digital services DVRs/STBs/DMAs >300 million devices + expanded services PS3 |
 SONIC SOLUTIONS SONIC SOLUTIONS Accretion Modeling +91% +28% *** ***Thomson Reuters FirstCall Analyst Average Estimate as of June 1, 2010 Source: Thomson Reuters FirstCall and company estimates, June 2010 |
 SONIC SOLUTIONS Thank You |
 SONIC SOLUTIONS Appendix |
 SONIC SOLUTIONS SONIC SOLUTIONS The DivX Community One of the most recognized codecs in the world RoxioNow + DivX = opportunity to drive DivX awareness in US via premium content >500 million total software downloads to date >1.8 billion player launches per year >12 million monthly visitors to DivX.com |
 DivX: Deeper & New CE Partnerships & Delivery Expertise Mobile Phones Gaming Consoles Digital TVs Blu-ray Disc Players Set-Top Boxes Portable Media Players In-Car Entertainment DVD Players Media Streamers SONIC SOLUTIONS |
 SONIC SOLUTIONS SONIC SOLUTIONS DivX TV: The best content; easily deployed; rapidly monetized • Content – Premium: VOD, EST – Web: free, ad supported – Personal videos, photos • Deployment – Lightweight architecture – Easily adapted for retailers – Simple to deploy for CE makers • Monetization – Expanded services revenue – Improved CE economics – Superior consumer connection |
 Broadcast & Professional IPTV & Streaming Multimedia Digital Signage Security & Surveillance Medical Enterprise Video Platform Powering H.264 Globally SONIC SOLUTIONS |
 Global Scale, 24/7 Operations Sonic DivX scale & reach for our partners and customers SONIC SOLUTIONS Indicate major offices by employee size |
 SONIC SOLUTIONS Summary: Combined Strengths • Rich technology portfolio • Longstanding relationships with Hollywood studios • Powering third party content services (e.g., Best Buy, Blockbuster) • Device manufacturers (e.g., LG, Samsung) • 50 million copies of Roxio software shipped annually • 15,000 retail outlets • 65% retail market share* • 500 million software downloads to date • Installed base of over 300 million DivX enabled devices • Embedded Internet TV Platform • Supplying H.264 codec to the world’s leading companies (Adobe, Google, etc.) • Hollywood approved DRMs • Vibrant and extensive Web-based community of enthusiasts *NPD Data, April 2010 |
 SONIC SOLUTIONS Why We’re Doing This Distinctive Technology Assets • DivX and MainConcept are the “go to guys” for Internet video codec technology – they power the world’s leading companies with H.264 video encoding • Codec and DRM deployment on over 300 million DivX devices • DivX TV platform enhances our position with retailers Consumer Electronics Leverage • DivX partners with more than 150 CE manufacturers to support over 8500 models • Significantly enhances our CE partnerships and operational capabilities • Accelerates our RoxioNow digital locker initiatives Strong Brand • DivX is synonymous with high-quality video delivery • Billions of player launches every year Compelling Economics • Highly accretive |