Gemstar-TV Guide Announces Filing of Registration Statement on Form S-4
30 Janeiro 2008 - 6:22PM
Business Wire
Gemstar-TV Guide International, Inc. (NASDAQ: GMST) today announced
that on January 23, 2008, in connection with the proposed
acquisition of Gemstar-TV Guide by Macrovision Corporation (NASDAQ:
MVSN), Macrovision Solutions Corporation made its initial Form S-4
registration statement filing with the Securities and Exchange
Commission. Once declared effective by the SEC, the final joint
proxy statement/prospectus included in the Form S-4 will be mailed
to Gemstar-TV Guide and Macrovision stockholders in connection with
each company�s special meeting of stockholders to consider the
acquisition proposal. Forward-Looking Statements This press release
contains "forward-looking" statements as that term is defined in
the Private Securities Litigation Reform Act of 1995, including,
but not limited to, statements regarding the proposed acquisition
of Gemstar-TV Guide and the completion thereof. A number of factors
could cause Macrovision's and Gemstar-TV Guide�s actual results to
differ from anticipated results expressed in such forward-looking
statements. Such factors include, among others, the approval of the
satisfaction of the closing conditions to the transaction, the
ability to successfully integrate the merged businesses and
technologies, and customer demand for the technologies and
integrated offerings. Such factors are further addressed in
Macrovision's and Gemstar-TV Guide�s respective securities filings
on file with the Securities and Exchange Commission (available at
www.sec.gov). Neither company assumes any obligation to update any
forward-looking statements except as required by law. ADDITIONAL
INFORMATION Macrovision Solutions Corporation has filed a
Registration Statement on Form S-4 (Registration No. 333-148825)
containing a preliminary joint proxy statement-prospectus regarding
the proposed transaction and other documents regarding the proposed
transaction described in this document 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 (when
available) 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 proxy statement filed
with the Securities and Exchange Commission on March 20, 2007 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 April 10, 2007. 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.
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