Santa Clara - 4/1/2008 - Macrovision® Corporation (NASDAQ: MVSN) today announced it has completed the divesture of its Software Business Unit to Thoma Bravo, LLC in a cash transaction valued at approximately $200 million. The divestiture results in the formation of a standalone company named Acresso Software. The transaction includes all products and associated support and services from within the Software Business Unit (notably the FLEXnet and InstallShield product lines). The divestiture of Macrovision's Games business has also been completed.
Additionally, Macrovision announced that the Macrovision Solutions Corporation S-4 registration statement was declared effective by the Securities and Exchange Commission and that proxies are being mailed to stockholders of Macrovision and Gemstar-TV Guide. Macrovision has scheduled its stockholder meeting for April 29, 2008 at 11:00 a.m. Pacific time at Macrovision's corporate headquarters office. The Board of Directors has fixed the close of business on March 14, 2008 as the record date for the determination of stockholders entitled to notice of, and to vote at, the special meeting. Macrovision expects that the proceeds of the software and games divestitures will enable Macrovision to reduce its debt requirements for the Gemstar-TV Guide transaction to $650 million.
Macrovision's Corporate ratings by Moody's and Standard and Poors are Ba3 (Stable) and B+ (Positive), respectively.
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, information publishing and online distribution markets to solve industry-specific challenges and bring greater value to their customers. Among its offerings Macrovision provides embedded technologies to connect multiple devices, piracy protection, online commerce solutions for the publishing industry, and a broad digital database for music, movies and gaming content to enhance consumer access and overall experience with digital content and devices. Macrovision holds more than 250 issued or pending United States patents and more than 1,200 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 http://www.macrovision.com/.
Trademark statement
©Macrovision 2008. Macrovision is a registered trademark of Macrovision Corporation. All other brands and product names and trademarks are the registered property of their respective companies.
Macrovision Solutions Corporation has filed a Registration Statement on Form S-4 (Registration No. 333-148825) containing a joint proxy statement-prospectus regarding the proposed transaction and other documents regarding the proposed transaction 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 will be 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 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 proxy statement 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, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the Securities and Exchange Commission when they become available.
For more information, contact:
Investor Relations
James Budge
408-969-5558
Lauren Landfield
408-562-8475
Press Relations
Carolyn Newburn
Macrovision Corporation
408-969-5561
cnewburn@macrovision.com
