Gemstar-TV Guide Announces Effectiveness of Registration Statement on Form S-4
April 01 2008 - 4:57PM
Business Wire
Gemstar-TV Guide International, Inc. (NASDAQ: GMST) today announced
that on March 31, 2008, in connection with the proposed acquisition
of Gemstar-TV Guide by Macrovision Corporation (NASDAQ: MVSN),
Macrovision Solutions Corporation�s registration statement on Form
S-4 was declared effective by the Securities and Exchange
Commission. Gemstar-TV Guide and Macrovision are mailing the final
joint proxy statement/prospectus to Gemstar-TV Guide and
Macrovision stockholders in connection with each company�s special
meeting of stockholders to vote on the transaction. As set forth in
the final joint proxy statement/prospectus, Gemstar-TV Guide�s
special meeting of stockholders to vote on the transaction will be
held on April 29, 2008 at 11:00 a.m. PT at the Hollywood Roosevelt
Hotel in Los Angeles, California. The Board of Directors has fixed
the close of business on March 17, 2008 as the record date for the
determination of shareholders entitled to notice of, and to vote
at, the special meeting. 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 Solutions Corporation�s, 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 No. 333-148825) containing a definitive 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 has been 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 Annual Report on 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 Annual Report on Form
10-K 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, is
contained in the definitive joint proxy statement/prospectus and
other relevant materials filed with the Securities and Exchange
Commission.
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