Macrovision announces takeover of Gemstar-TV Guide for $2.8bn

December 7, 2007 – Macrovision, a US provider of content protection, enablement and distribution solutions, has announced that it has signed a definitive agreement to acquire Gemstar-TV Guide, a developer of interactive programme guide technology, for approximately $2.8bn.

Under the terms of the agreement, a new holding company will be formed that will own both Macrovision and Gemstar-TV Guide.  Upon completion of the deal, Macrovision shareholders will own approximately 53% of the combined company, and former Gemstar-TV Guide shareholders will own approximately 47%.  The transaction has been unanimously approved by the boards of directors of both companies, and is currently expected to close by the early part of the second quarter of 2008.

The two companies anticipate that combining Macrovision’s and Gemstar-TV Guide’s solution portfolios will enable extensive libraries of commercial and personal protected content to be accessible on numerous devices through “simple and intuitive” guides.

“Users today are demanding an open, easy to use and integrated set of capabilities that deliver on the promise of the digital home,” said Fred Amoroso, CEO and President of Macrovision.  “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 proposition.  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 our customers.”

Upon the close of the transaction, Mr. Amoroso will become President and CEO of the combined company, and James Budge, CFO of Macrovision, will become CFO of the combined company.  Gemstar-TV Guide CEO Rich Battista and CFO Bedi Singh will be leaving the company upon close of the transaction.

Additionally, News Corporation, which owns approximately 41% of Gemstar-TV Guide common stock, has agreed to vote in favour of the transaction.