The $10.70 per-share cash-and-stock offer represents a premium of 13.6 percent to TiVo's Thursday closing.
The combined company will continue to be led by Tom Carson and upon closing of the deal will adopt the iconic Tivo brand as the new company name.
The combined company will serve nearly 500 service providers across countries, adding more than 10 million TiVo-served households to Rovi's current base of about 18 million households using Rovi's service.
Shares of TiVo closed up 2.1 percent at $9.42 on Thursday, giving the company a market capitalization of about $922 million.
— CNBC contributed to this report.