SANTA CLARA, Calif.— 8/17/2006 - Macrovision Corporation (NASDAQ: MVSN) announced today the pricing of $240 million principal amount of convertible senior notes due 2011 in an offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The amount priced represents an increase of $40 million from the previously announced aggregate transaction size of $200 million, which included an over-allotment option of $25 million. There will be no over-allotment option in the transaction.
The notes will pay interest semiannually at a rate of 2.625% per annum. In certain circumstances, the notes will be convertible into cash up to the principal amount and any conversion value above the principal amount is intended to be settled with shares of Macrovision common stock, based on a conversion rate of 35.3571 shares of common stock per $1,000 principal amount of the Notes (which is equal to a conversion price of approximately $28.28 per share, representing a 31.0% conversion premium based on the closing price of $21.59 per share on August 17, 2006).
Macrovision estimates that the net proceeds from this offering will be approximately $232 million, after deducting estimated discounts, commissions and expenses. Macrovision expects to use part of 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 and warrant transactions are 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, 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.
This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The notes and Macrovision common stock issuable upon the conversion of the notes have not been registered under the Securities Act, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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.
