Gemstar-TV Guide Intl (MM) (GMST)

Macrovision Closes Acquisition of Gemstar-TV Guide
Combined Organization to Lead the Next Evolution in Digital Home Entertainment Services

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SANTA CLARA, Calif., May 02, 2008 (BUSINESS WIRE) -- Macrovision Corporation (MVSN:Macrovision Corporation
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1:21pm 05/02/2008

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MVSN 16.53, +0.21, +1.3%) today announced that it has completed its acquisition of Gemstar-TV Guide (GMST:gemstar-tv guide intl inc com
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Last: 4.20+0.01+0.24%

1:21pm 05/02/2008

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GMST 4.20, +0.01, +0.2%) , a global leader in video and entertainment guidance technology and services. Combining Gemstar-TV and Macrovision technologies positions the company as a key enabler of the digital home entertainment experience.
The resulting company, Macrovision Solutions Corporation, is now focused on bringing together its key assets, such as program guides, connected services and device connectivity. The integrated capabilities will empower consumer electronics manufacturers, system operators, content providers and Web portals to bring innovative products to market faster than ever.
The digital entertainment industry is undergoing a transformation as new business and distribution models emerge to address consumer behavior. Macrovision believes that the result of its integrated solutions will further accelerate this market transition.
"As the digital entertainment industry has recently evolved, we have focused our efforts on enabling our customers to respond to the demand for open, easy-to-use and integrated capabilities that deliver on the promise of the digital home," said Fred Amoroso, CEO and President of Macrovision Corporation. "Gemstar-TV Guide adds important capabilities to our existing portfolio and roadmap for the digital entertainment market. The combination of the two organizations extends the offerings that support the entire value chain associated with providing and managing consumer and commercial content while driving the advancement of the connected home."
"After many false starts and broken promises, the emergence of the connected digital home now seems a foregone conclusion," said Joshua Martin, senior analyst in Yankee Group's Consumer Research group. "The rise of the digital home will have wide-ranging impacts for service providers, consumer electronics (CE) manufacturers, network infrastructure providers and digital home companies. The nimble will unseat lethargic, slow-moving, established players as entrenched competitors who are properly positioned will experience further success."
Shares of Macrovision Solutions Corporation common stock will begin trading on the NASDAQ Global Select Market on May 5, 2008. To retain the ticker symbol "MVSN," which was Macrovision's former ticker symbol, the combined company will initially trade under the temporary ticker symbol "MVSND." On June 2, 2008, the "D" will be removed and the shares will resume trading under the symbol "MVSN." Effective May 5, 2008, the common stock for each of Macrovision and Gemstar-TV Guide will cease to be traded and will no longer be quoted on the NASDAQ Global Select Market. In accordance with the transaction, on an outstanding shares basis, former Macrovision stockholders now own approximately 53% and former Gemstar-TV Guide stockholders own approximately 47% of Macrovision Solutions Corporation.
About Macrovision Solutions Corporation
Macrovision Solutions enables the digital home entertainment experience by allowing businesses to protect, enhance and distribute digital goods to consumers across multiple channels. The Macrovision Solutions technologies are deployed by companies in the entertainment, consumer electronics, cable and satellite, and online distribution markets to solve industry-specific challenges and bring greater value to their customers. The result of deploying Macrovision's solutions is a simple end user experience to discover, acquire, manage and enjoy digital content. Today, the company provides connected middleware, metadata on music, games, movies and television programming, media recognition, interactive programming guides as well as operating entertainment portals www.tvguide.com and www.allmusic.com and copyright protection. Macrovision Solutions holds over 3500 issued or pending patents and patent applications worldwide. Macrovision Solutions is headquartered in Santa Clara, California, with approximately 13 offices across the United States and around the world. More information about Macrovision Solutions can be found at www.macrovision.com.
Trademark statement
(C)Macrovision 2008. Macrovision is a registered trademark of Macrovision Solutions Corporation and its subsidiaries. All other brands and product names and trademarks are the registered property of their respective companies.
Forward Looking Statements
All statements contained herein that are not statements of historical fact, including statements that use the words "will" or "is expected to," or similar words that describe the Company's or its management's future plans, objectives, or goals, are "forward-looking statements" and are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to be materially different from the historical results and/or from any future results or outcomes expressed or implied by such forward-looking statements. Such factors are further addressed in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2007 and such other documents as are filed with the Securities and Exchange Commission from time to time (available at www.sec.gov). The Company assumes no obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, except as required by law.
SOURCE: Macrovision Corporation
Macrovision Corporation
Carolyn Newburn, 408-969-5561 (Press)
cnewburn@macrovision.com
James Budge, 408-562-8400 (Investor Relations)
Lauren Lanfield, 408-562-8475 (Investor Relations)
llanfield@macrovision.com
or
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Carolina Noguera, 415-593-8429 (Press)
CarolinaN@Text100.com

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Actually you will receive shares of the new holding company that encompasses both Macrovision and Gemstar. So, I figure the price should be around $20 a share but we will have to wait and see.

yeah, so we would get shares of macrovision? I guess it wouldn't be all that bad to have macrovision shares. I did the math and the conversion wouldn't really hurt my pocket and macro is a good price right now.

seems like when the dust clears we all will be in a better spot

I've been here all along, just didn't have any company.

I think the merger will be approved. Personally, I have wished that it wouldn't go through as most analyst's are looking at a target of around $7 a share for GMST without the merger.

Oh well it is what it is.

Anyone still on here? I was wondering what thoughts were on tomorrow's vote.

Gemstar-TV Guide Announces Effectiveness of Registration Statement on Form S-4

LOS ANGELES--(BUSINESS WIRE)--


Gemstar-TV Guide International, Inc. (NASDAQ: GMST) today announced that on March 31, 2008, in connection with the proposed acquisition of Gemstar-TV Guide by Macrovision Corporation (NASDAQ: MVSN), Macrovision Solutions Corporation's registration statement on Form S-4 was declared effective by the Securities and Exchange Commission. Gemstar-TV Guide and Macrovision are mailing the final joint proxy statement/prospectus to Gemstar-TV Guide and Macrovision stockholders in connection with each company's special meeting of stockholders to vote on the transaction.


As set forth in the final joint proxy statement/prospectus, Gemstar-TV Guide's special meeting of stockholders to vote on the transaction will be held on April 29, 2008 at 11:00 a.m. PT at the Hollywood Roosevelt Hotel in Los Angeles, California. The Board of Directors has fixed the close of business on March 17, 2008 as the record date for the determination of shareholders entitled to notice of, and to vote at, the special meeting.


Forward-Looking Statements


This press release contains "forward-looking" statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the proposed acquisition of Gemstar-TV Guide and the completion thereof. A number of factors could cause Macrovision's and Gemstar-TV Guide's actual results to differ from anticipated results expressed in such forward-looking statements. Such factors include, among others, the approval of the satisfaction of the closing conditions to the transaction, the ability to successfully integrate the merged businesses and technologies, and customer demand for the technologies and integrated offerings. Such factors are further addressed in Macrovision Solutions Corporation's, Macrovision's, and Gemstar-TV Guide's respective securities filings on file with the Securities and Exchange Commission (available at www.sec.gov). Neither company assumes any obligation to update any forward-looking statements except as required by law.


ADDITIONAL INFORMATION


Macrovision Solutions Corporation has filed a (Registration No. 333-148825) containing a definitive joint proxy statement-prospectus regarding the proposed transaction and other documents regarding the proposed transaction described in this document with the Securities and Exchange Commission. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT-PROSPECTUS AND SUCH OTHER MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANIES AND THE PROPOSED TRANSACTION. A definitive proxy statement/prospectus has been sent to stockholders of each of Gemstar-TV Guide and Macrovision seeking their approval of matters in connection with the transaction. Investors and stockholders may obtain a free copy of the joint proxy statement-prospectus and other documents filed by Macrovision Solutions, Macrovision and Gemstar-TV Guide with the Securities and Exchange Commission at the Securities and Exchange Commission's Web site at http://www.sec.gov. Stockholders may also obtain a free copy of the joint proxy statement/prospectus and the filings with the Securities and Exchange Commission incorporated by reference in the joint proxy statement/prospectus, such as annual, quarterly and special reports, and other information, directly from Macrovision by directing a request to Macrovision Investor Relations at 408-969-5475 and directly from Gemstar-TV Guide by directing a request to Gemstar-TV Guide Investor Relations at 323-817-4600.


Each company's directors and executive officers and other persons may be deemed, under Securities and Exchange Commission rules, to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding Macrovision's directors and officers can be found in its Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on February 29, 2008 and information regarding Gemstar-TV Guide's directors and officers can be found in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2008. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the transaction, by security holdings or otherwise, is contained in the definitive joint proxy statement/prospectus and other relevant materials filed with the Securities and Exchange Commission.


Source: Gemstar-TV Guide International, Inc.

20071217 - 16:55 Close Window

Debut Broadcasting Takes TV Guide Brand to Radio

NASHVILLE, Tenn., Dec. 17 /PRNewswire-FirstCall/ -- Debut Broadcasting Corporation, Inc. (Nasdaq: DBTB) today announced an agreement with TV Guide Network, owned by News Corp (Nasdaq: NWS:US), and former American Idol finalist Kimberly Caldwell to create a daily entertainment report to be distributed to radio stations by the company's radio syndication unit, Impact Radio Networks.


Caldwell, who also hosts Reality Chat and American Idol pre-show for TV Guide Network, will host the radio show from Los Angeles. A licensing agreement with TV Guide Network will extend the brand to radio. The show will be primarily original reporting with a limited amount of re-purposed content from TV Guide Network. Impact Radio Networks will produce and distribute the content, which begins airing late December.


"This agreement is quite unique. We believe it to be the only radio content being produced under the TV Guide Network brand - one of the most credible brands in entertainment; certainly one of the most recognizable. We're very excited to be working with them, and to expanding our long-standing relationship with Kimberly Caldwell," said Steven Ludwig, CEO of Debut Broadcasting. "The combination of Kimberly's vibrant personality and the brand awareness of TV Guide Network makes this a strong growth opportunity for us in 2008 and beyond." Continued Ludwig, "We're delighted to be leading this pioneering effort to bring TV Guide Network's major branded content to the radio."


About Debut Broadcasting Corporation, Inc.


Debut Broadcasting Corporation, Inc. (NASDAQ:DBTB.OB) is a Radio broadcasting company that creates unique synergies between syndicated programming and station ownership. The Company's nine-year old radio syndication company, Impact Radio networks (www.ImpactRadioNetworks.com) distributes programming and services to over 1,000 radio station affiliates in the United States and Canada, reaching over 40 million listeners nationwide each week. Debut Broadcasting is a newly public company trading under the ticker symbol DBTB.OB. For more information about the company please visit www.debutbroadcasting.com or e-mail ir@debutbroadcasting.com.


About TV Guide Network


Gemstar-TV Guide International, Inc. (Nasdaq: GMST) is a leading global media, entertainment, and technology company that develops, licenses, markets and distributes products and services that maximize the video guidance and entertainment experience for consumers. The Company's businesses include: television, publishing, and new media properties; interactive program guide services and products; and intellectual property licensing.


Forward-Looking Statements


This press release may be deemed to contain forward-looking information. Any forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including statements as to industry trends, future economic performance, anticipated profitability, anticipated revenues and expenses, and products or service line growth, may be significantly and materially impacted by certain risks and uncertainties, including, but not limited to, failure to meet operating objectives or to execute the operating plan, competition, and other economic factors. Additional risks and uncertainties are described in the Company's public filings with the Securities and Exchange Commission.


SOURCE Debut Broadcasting Corporation, Inc.

Macrovision-Gemstar: Conference Call: Synergies; Magazine Future; Stock Jitters; $800m Debt
By Joseph Weisenthal - Fri 07 Dec 2007 06:06 AM PST

The way to view this morning’s announcement, that Macrovision (NSDQ: MVSN) will buy Gemstar-TV Guide, is in the context of its earlier deals for Mediabolic and AMG. As CEO Fred Amoroso explained on the call, Mediabolic enables the delivery of content across consumer devices, while AMG supplies the data that identifies that content. Gemstar, then, adds “the most critical part of the puzzle”: discovery. “In the future, we believe the guide will form the homepage for the total media entertainment experience.” With these components, the company says it can help operators and consumer electronics manufacturers offer consumers the ability to access their entire content library through a single platform.

Synergies: In addition to the above, Amoroso outlined some specific, immediate ways in which the combination could drive revenue growth. AMG does data licensing, but has never had TV information, so this will help on that front. Conversely, Gemstar-TV Guide has years of data on TV and movies, but has never been in the data licensing business, so there’s an opportunity to cross-sell. At first, CFO James Budge would only say that the deal would offer “significant” cost savings over the coming year. Later on, when pressed, he pegged it around $50 million.

TV Guide magazine & network: During the Q&A there was a question about the future of the magazine and the television network, which don’t seem central to the vision. Officially, there’s no plan to divest of them, but it sounds like a possibility. Amoroso: “[I plan to] spend more with rich and his team before making any decision about their strategic value.” He then added that the magazine shouldn’t be seen as a magazine, but rather another platform for delivering TV Guide information.

Other options: Gemstar-TV Guide CEO Rich Battista spent some time describing the company’s decision, from its originally announced plan to seek strategic alternatives. There were other options (he declined to get into specifics), but ultimately, “A transaction with Macrovision represented the most compelling opportunity to deliver stockholder value.” What made this deal attractive was the combination of cash and stock, allowing shareholders to retain a sizable stake in the combined company.

Transaction: As Budge explained, the deal will technically involve the creation of a new holding company comprising of the two firms. The cash component of the acquisition will be financed via the combined cash of the two companies, and up to $800 million in debt financing, comprised of a $650 million term loan and a $150 million bridge facility, to be tapped in the event that other outside financing is not found.

Growth: Macrovision has done YTD revenue of $199 million, with a total year estimate of $283 million. GMST is over twice as big on the revenue side, having done $473 million YTD. Going forward, the companies are targeting annual revenue growth of 10-15 percent, for at least the next few years. They also anticipate being able to pay down debt within 3-4 years, based on annual free cash flow greater than $200 million. Full financial details are available in slides filed with the SEC.

Market reaction: As the the Q&A wore on, there was definitely a change in tone, as callers watched the shellacking that both companies’ shares are taking today. Battista stuck to his guns, that the deal offered a significant premium from where the company was in July. Amoroso acknowledged that it was a big, complex deal, that would require $800 milllion in debt, and so market skittishness was understandable. Nonetheless, he added, “we are compelled by the strategic vision of what the companies can offer.” It was added that market swings would not affect News Corp.’s (NYSE: NWS) support of the merger.

Breakup fee: Near the end, a questioner asked whether there was a breakup fee associated with the deal. The first answer: “there is, and we won’t quantify it… that will all come out.” Second answer, after some mumbling: just under $56 million.

Disclaimer: Macrovision is a sponsor of paidContent.org.

AP
Macrovision to Buy Gemstar-TV Guide
Friday December 7, 11:43 am ET
Gemstar-TV Guide Agrees to $2.8 Billion Cash and Stock Takeover by Macrovision; CEO to Depart


SANTA CLARA, Calif. (AP) -- Shares of Macrovision and Gemstar plunged Friday as investors soured quickly on a deal that would have the media technology company buyout the television listings business for $2.8 billion in cash and stock.

Macrovision Corp. wants to allow consumers to call up information about TV shows, view personal photos or access music libraries on a variety of electronic devices through a combination of its security software and Gemstar-TV Guide International Inc. programming data. Macrovision develops technology to prevent unauthorized copying and viewing of video, music and other content.

"There is a transformation of home entertainment going on and we want to give consumers the ability to find information quickly and easily across a variety of devices," Macrovision CEO Fred Amoroso said.

Wall Street apparently did not like the matchup, sending Macrovision shares falling nearly 22 percent, or $5.46, to $20.35 by midmorning. Gemstar shares did not fare much better, falling more than 16 percent, or 99 cents, to $4.99.

Amoroso not disclose plans for Gemstar-TV Guide's print operations, saying he would need time to understand that business before making decisions. "I don't have a deep background in that area," he said.

The company's flagship magazine has struggled with falling circulation and advertising revenue as viewers increasingly access programming data through their TV sets or online.

Gemstar-TV Guide shareholders will receive $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 cash component of the deal won't exceed $1.55 billion.

The $6.35 per share value represents a premium of 6.2 percent to the Gemstar closing price Thursday, and is 25 percent above Gemstar's closing price before it announced a strategic alternatives review July 9.

In a filing with the Securities and Exchange Commission, Macrovision said it will raise $800 million of new debt to finance the acquisition, and said JP Morgan and Merrill Lynch have agreed to commit funds.

The board of the Los Angeles-based television media company has unanimously approved the transaction, which is expected to close by early second quarter 2008. Rupert Murdoch's News Corp., which owns about 41 percent of Gemstar-TV Guide, has agreed to vote in favor of the deal.

Macrovision stockholders will continue to own one share in the new company for each share held at closing. When the deal is completed, Macrovision shareholders will own about 53 percent of the combined company, and former Gemstar-TV Guide stockholders will own 47 percent.

Macrovision shares fell $6.29, more than 24 percent, to $19.70. Gemstar fell more than 25 percent, or $1.52, to $4.46.

Amoroso will continue as president and chief executive of the new company. Macrovision's Chief Financial Officer James Budge will serve as CFO. The new board will include four directors designated by Macrovision, and three chosen by Gemstar-TV Guide.

Gemstar-TV Guide CEO Rich Battista and CFO Bedi Singh will leave when the deal closes.

JPMorgan served as financial adviser to Macrovision and UBS Investment Bank as financial adviser to Gemstar-TV Guide International.

Santa Clara, Calif.-based Macrovision has about 760 employees and reported revenue of $248 million for fiscal 2006. Gemstar-TV Guide, with about 1,600 workers, posted 2006 revenue of $571 million.

GemStar and TV Guide Inc. combined in 2000 for about $14.2 billion. The company restated millions in revenue after its former CEO Henry Yuen was found guilty in 2006 of securities fraud for inflating revenue between 2000 and 2002. News Corp. took a $11.1 billion writedown for its Gemstar-TV Guide investment in 2002.

You rang?

Golly Wally!

I can't believe GMST didn't have a board. Better late than never?