Macrovision Solutions Corporation to sell its TV Guide Network property to Allen Shapiro and One Equity Partners

Corporate IT Update, Dec 19, 2008

CORPORATE IT UPDATE-(C)1995-2008 M2 COMMUNICATIONS LTD

Macrovision Solutions Corporation (NASDAQ:MVSN), a digital entertainment technology company, revealed yesterday (18 December) that an agreement to sell its TV Guide Network property has been reached with Allen Shapiro and One Equity Partners for around USD255m.A The sale agreement, when completed, will be subject to a working capital adjustment, plus up to another USD45m to be paid out through earn-out provisions until 2012. The transaction, subject to customary closing conditions, is expected to close by 1 April 2009, including the TV Guide Online (tvguide.com) business and certain indemnifications. TV Guide Network is a distributed network and growing online entertainment destination.A The deal structure enables Macrovision to use the capabilities of TV Guide Online and keep its focus on core competencies in technology at the same time retaining the on-line elements such as its B2B grid syndications business, functionality to improves its embedded guidance product offering and its integration from embedded guides with online or mobile guides that allow for remote record.A The company's financial estimates for 2008 and 2009 includes the results of the TV Guide Online business, which after its sale will now be included in discontinued operations for all historical financial periods. The proceeds for businesses being sold will be lower than previously expected and business from continuing operations in 2008, adjusted pro forma revenue, are now expected to range between USD420m and USD430m. Macrovision's 2009 revenue is now expected to range between USD435m and USD475m, adjusted pro forma earnings per share are expected to range between USD1.15 and USD1.45 and its proceeds from all divestitures will be used to retire debt.A The financial advisor to Macrovision on this transaction was UBS Investment Bank.

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