Microsoft-Time Warner-Thomson Complete Acquisition Of ContentGuard
March 15, 2005
Microsoft, Time Warner and Thomson announced completion of their three-way acquisition of ContentGuard.

REDMOND, Wash., NEW YORK and PARIS, March 15, 2005 — Microsoft, Time Warner and Thomson today announced completion of their three-way acquisition of ContentGuard.

ContentGuard is a developer of Digital Rights Management technologies. The term Digital Rights Management describes a wide range of technologies that are being developed to allow movies, music and other digital content to be accessed by users on the Internet while protecting that content from illegal copying and counterfeiting.

On 29 March 2004, Microsoft and Time Warner acquired joint control over ContentGuard, and the operation was notified to the European Commission which initiated an investigation. Following the completion of today's acquisition of ContentGuard by Microsoft, Time Warner and Thomson, the initial operation is abandoned, and the notification is therefore withdrawn. Given the resulting ownership and control structure, the new operation is not to be reviewed under the EU Merger Regulation.

Thomson, Microsoft and Time Warner will each hold equal 33 percent voting positions in ContentGuard and will each appoint two seats on the ContentGuard board.

Working together with ContentGuard, the company's three strategic investors aim to help promote the development of inter-operable DRM systems, accelerate the deployment of consumer devices that support Digital Rights Management, and encourage content owners to launch new distribution channels. The partners plan to continue development of ContentGuard's intellectual property and to promote innovation in electronic content distribution using DRM technologies.

"We appreciate the hard work the Commission has done on this case and we are pleased it could be resolved in a way that was mutually agreeable," said Paul Cappuccio, Time Warner Executive Vice President and General Counsel.

"We all worked closely and constructively with the European Commission throughout this process and are pleased to reach this resolution," said Brad Smith, Microsoft Senior Vice President and General Counsel. "Content Guard will help promote broader access to DRM technologies that will benefit businesses and consumers in Europe and around the world."

"We are delighted to join forces with Microsoft and Time Warner to enhance ContentGuard's efforts in the market to drive DRM interoperability," said Joe Berchtold, President of Thomson's Electronic Content Delivery Services. "Secure delivery of content with new, flexible business models is a key cornerstone of Thomson's Electronic Content Delivery services business, and we believe this unique partnership of content, technology, and media services will accelerate the development and deployment of our services."

About ContentGuard

ContentGuard, Inc. is an inventor of technologies for digital rights management and the persistent, authorized use of any digital resource. It is expanding the market for digital content by developing new technologies and tools, and driving the adoption of industry standards. ContentGuard licenses patented technologies, which cover broad, fundamental elements of digital rights management and distributed authorization.

ContentGuard's portfolio of DRM patents originated at Xerox's Palo Alto Research Center (PARC). Technologies developed by ContentGuard include XrML (eXtensible rights Markup Language), which is now the basis of the International Organization for Standardization (ISO) approved MPEG REL, the standard rights expression language for assigning usage rights and conditions to any digital object. Launched in April 2000, ContentGuard conducts its operations in Bethesda, MD, and El Segundo, CA. For more information, please visit www.contentguard.com. For details about ContentGuard technology visit www.contentguard.com .

About Thomson - Partner to the Media & Entertainment Industries

Thomson (Euronext Paris: 18453; NYSE: TMS) provides services, systems and technology to help its Media & Entertainment clients -- content creators, content distributors and users of its technology -- realize their business goals and optimize their performance in a rapidly changing technology environment. The Group intends to become the preferred partner to the Media & Entertainment Industries by offering end-to-end solutions to content creators, video network operators and retailers through its Technicolor, Grass Valley, RCA and Thomson brands. For more information: www.thomson.net.

About Time Warner

Time Warner Inc. is a leading media and entertainment company, whose businesses include interactive services, cable systems, filmed entertainment, television networks and publishing.

About Microsoft

Founded in 1975, Microsoft (Nasdaq "MSFT") is the worldwide leader in software, services and solutions that help people and businesses realize their full potential. Microsoft is a registered trademark of Microsoft Corp. in the United States and/or other countries.

Certain statements in this press release, including any discussion of management expectations for future periods, constitute forward-looking statements" within the meaning of the "safe harbor" of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements due to changes in global economic and business conditions, consumer electronics markets, and regulatory factors.

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