Santa Clara - 4/29/2008 - Macrovision Corporation (NASDAQ: MVSN) (the “Company”) today announced that at its special meeting of stockholders held earlier today, its stockholders approved the share issuance to complete the proposed acquisition of Gemstar-TV Guide (NASDAQ: GMST). Gemstar-TV Guide stockholders also approved of the sale of Gemstar-TV Guide to Macrovision at a special meeting held earlier today.
The Company 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 (the "Term Loan") and $100 million of senior unsecured notes (the "Notes"). The net proceeds of the debt financing will be used to finance the Gemstar-TV Guide acquisition and related fees and expenses.
"We are gratified that the stockholders voiced their support for this transaction and for our vision for the combined companies," said Fred Amoroso, CEO and President of Macrovision Corporation. "We are eager to continue our path to closing the transaction and moving forward as a combined company."
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.
About Macrovision
Macrovision provides a broad set of solutions that enable businesses to protect, enhance and distribute their digital goods to consumers across multiple channels. Macrovision solutions are deployed by companies in the entertainment, consumer electronics, gaming, software, information publishing and corporate IT markets to solve industry-specific challenges and bring greater value to their customers. Macrovision currently holds approximately 285 issued or pending United States patents and more than 1,250 issued or pending international patents, and continues to increase its patent portfolio with new and innovative technologies in related fields. Macrovision is headquartered in Santa Clara, California, U.S.A. with other offices across the United States and around the world. More information about Macrovision can be found at www.macrovision.com.
Additional Information
Macrovision Solutions Corporation has filed a Registration Statement on Form S-4 (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.
Forward Looking Statements
All statements contained herein, including the quotations attributed to Mr. Amoroso and statements regarding the expected completion of the financing and acquisition transactions discussed, 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. These forward-looking statements include, but are not limited to, the Company’s statements regarding the expected closing of the pending acquisition and financing transactions described herein. 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 included, among others, satisfaction of closing conditions to the transactions. 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.
For more information, contact:
James Budge
Macrovision Corporation
Phone: +1 (408) 562-8400
Fax: +1 (408) 567-1800
Lauren Landfield
Macrovision Corporation
Phone: +1 (408) 562-8400
Fax: +1 (408) 567-1800
