SANTA CLARA, Calif.— 8/16/2006 - Macrovision Corporation (NASDAQ: MVSN) announced today that it has commenced a private offering, subject to market conditions and other factors, to sell $175 million aggregate principal amount of convertible senior notes due 2011. The offering contemplates that the initial purchasers of the notes will have an over-allotment option to purchase up to an additional $25 million aggregate principal amount of notes within 13 days of the initial issuance of the notes. The conversion terms and interest rate of the notes will be determined prior to the offering. In certain circumstances, the notes will be convertible into cash up to the principal amount and any conversion value above the principal amount could, at Macrovision's option, be settled with shares of Macrovision common stock or cash.
Macrovision expects to use the net proceeds of the offering to repurchase up to $50 million of its common stock in negotiated transactions with institutional investors concurrently with the offering, to fund the cost of a convertible note hedge to the extent the cost exceeds the proceeds to Macrovision from the sale of a warrant and for general corporate purposes, including potential acquisitions. The convertible note hedge transaction is intended to reduce the dilution to Macrovision's common stock from potential future conversion of the notes by increasing the effective conversion price.
In connection with the convertible note hedge transaction and warrant transaction, it is expected that the counterparty to those transactions or its affiliates will enter into various derivative transactions with respect to the company's common stock simultaneously with or shortly after the pricing of the notes. In addition, following pricing of the notes, such counterparty or its affiliates may continue to enter into, or to unwind, various derivatives transactions with respect to the company's common stock and/or to purchase or sell shares of the company's common stock in secondary market transactions, including during the observation period relating to any conversion of the notes.
The company will offer the notes in a private transaction exempt from the registration requirements pursuant to Rule 144A of the Securities Act of 1933, as amended. The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or under any state securities law, and may not be offered or sold in the United States (or to a U.S. person) without registration under, or an applicable exemption from, the registration requirements of the Securities Act of 1933, as amended, and applicable state laws. This announcement does not constitute an offer to sell, nor is it a solicitation of an offer to buy, these securities.
About Macrovision Solutions Corporation
Macrovision Solutions Corporation is focused on providing a uniquely simple digital home entertainment experience by delivering solutions to businesses to protect, enhance and distribute digital goods to consumers across multiple channels. Macrovision's 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 and a more robust user experience to their customers. The result of deploying Macrovision's solutions is a simple end user experience for discovering, managing and enjoying digital content. Today, Macrovision provides connected middleware, media recognition, interactive programming guides, copy protection and rich media, data and metadata on music, games, movies and television programming. The company also operates an entertainment portal which can be found at http://www.allmusic.com/. Macrovision holds over 4,100 issued or pending patents and patent applications worldwide.
Macrovision is headquartered in Santa Clara, California, with numerous offices across the United States and around the world including Japan, Hong Kong, Luxembourg, and the United Kingdom. More information about Macrovision can be found at http://www.macrovision.com/.
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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 most recent quarterly report on Form 10-Q for the period ended September 30, 2008 and such other documents as are filed with the Securities and Exchange Commission from time to time (available at http://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.
