Macrovision Agrees to Acquire Gemstar-TV Guide

Dec 11, 2007

Macrovision Corporation, a provider in protection, enablement and distribution solutions, and Gemstar-TV Guide International, Inc., a provider of video and entertainment guidance, announced the two companies have signed a definitive agreement for Macrovision to acquire Gemstar-TV Guide in a cash and stock transaction. The aggregate value of the transaction to Gemstar-TV Guide stockholders, based on the closing price for the Macrovision stock on December 6, 2007, is approximately $2.8 billion.

Under the terms of the agreement, each share of Gemstar-TV Guide will be converted into the right to receive, at the election of each individual stockholder, subject to proration as detailed in the agreement, $6.35 in cash or 0.2548 of a share of common stock, in a new holding company that will own both Gemstar-TV Guide and Macrovision. The per share value of the transaction to Gemstar-TV Guide stockholders, based on the closing price of MVSN stock on December 6, 2007, represents a 29 percent premium to the 10 day average closing price of Gemstar TV Guide’s common stock prior to its review of strategic alternatives announced on July 9, 2007. Macrovision stockholders will continue to own one share in the new company for each share of Macrovision common stock owned as of the closing. The aggregate cash consideration to Gemstar-TV Guide stockholders will not exceed approximately $1.55 billion. Upon completion of the transaction, the Macrovision stockholders will own approximately 53% of the combined company, and the former Gemstar-TV Guide stockholders will own approximately 47%. The transaction has been unanimously approved by the boards of directors of both companies and is currently expected to close by early second quarter 2008, subject to customary closing conditions.

Upon the close of this transaction, Fred Amoroso will be the president and CEO and James Budge, the CFO of Macrovision, will serve as CFO of the combined company. The new board of directors will be comprised of four members to be designated by Macrovision, and three members to be designated by Gemstar-TV Guide. Additionally, upon the close of this transaction, Gemstar-TV Guide CEO Rich Battista and CFO Bedi Singh will be leaving the organization.