Gemstar-TV Guide Intl (MM) (NASDAQ:GMST)
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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.