Macrovision Stockholders Approve Gemstar-TV Guide Acquisition

May 02, 2008

Macrovision Corporation has announced that its stockholders approved the share issuance to complete the proposed acquisition of Gemstar-TV Guide. Gemstar-TV Guide stockholders also approved of the sale of Gemstar-TV Guide to Macrovision.

Macrovision Corporation also announced that it has, along with its successor entity, Macrovision Solutions Corporation, arranged for the debt financing required to complete the Gemstar-TV Guide transaction, which includes a $550 million term loan and $100 million of senior unsecured notes. The net proceeds of the debt financing will be used to finance the Gemstar-TV Guide acquisition and related fees and expenses. The Term Loan will mature on May 1, 2013 and will bear interest at LIBOR plus 3.75% with a LIBOR floor of 3.5%. The issue price of the Term Loan will be 97.5% of the principal amount. The Notes will mature on November 15, 2013, bear interest at eleven percent, and will be non-callable for eighteen months from issuance, callable at par thereafter. The issue price of the Notes will be 100% of the principal amount. The closing of the financing is expected concurrent with the closing of the acquisition. The closing of the transaction is expected to occur on Friday May 2, 2008 and remains subject to standard closing conditions.