Macrovision to Acquire Gemstar-TV Guide

SANTA CLARA/LOS ANGELES, December 7: Macrovision, a provider
of digital-content protection technologies, has reached a deal to acquire
EPG-provider Gemstar-TV Guide International for $2.8 billion in cash and stock.

Under the terms of the agreement, each share of Gemstar-TV
Guide will be converted into the right to 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. Upon completion of the transaction, Macrovision
stockholders will own approximately 53 percent of the combined company, and the
former Gemstar-TV Guide stockholders will own approximately 47 percent. The
transaction, unanimously approved by the boards of directors of both companies,
is expected to close by early second quarter 2008.

According to a statement from both companies, the merger
will enable extensive libraries of commercial and personal protected content to
be accessible on numerous devices through simple guides. For example, consumers
will be able to pull up a guide on their TV and receive personalized content
and information regarding their favorite TV shows, read movie reviews before
purchasing or renting a film, view personal photos, or tap into their music
library.

“Users today are demanding an open, easy to use and
integrated set of capabilities that deliver on the promise of the digital
home,” commented Fred Amoroso, the CEO and president of Macrovision
Corporation. “This presents challenges to the content providers, distribution
channels and device manufacturers as they struggle to quickly bring such
offerings to market while preserving their unique value propositions. We are
now in a position to accelerate our vision by providing an enhanced combination
of capabilities in support of the entire value chain, which is designed to
deliver a differentiated solution for consumers.”

Rich Battista, the CEO of Gemstar-TV Guide, added: “We believe
that the combined entity, with its complementary technologies, customers and
global presence, has the potential to redefine the consumer entertainment
experience and drive significant additional stockholder value.”

Upon the close of this transaction, Amoroso will be the
president and CEO, while Battista will be leaving the organization.

—By Mansha Daswani