Macrovision, Allen Shapiro and One Equity Partners Announce Agreement for Sale of TV Guide Network

Business Wire, Dec 18, 2008

SANTA CLARA, Calif. -- Macrovision Solutions Corporation (NASDAQ:MVSN), a digital entertainment technology leader, today announced it has reached an agreement to sell its TV Guide Network property to Allen Shapiro and One Equity Partners for approximately $255 million in consideration, subject to a working capital adjustment at closing, plus up to an additional $45 million payable through earn-out provisions through 2012. The transaction, expected to close no later than April 1, 2009, includes the TV Guide Online (tvguide.com) business, certain indemnifications and is subject to customary closing conditions.

TV Guide Network is the 19th most distributed network and available in 83 million homes. TV Guide.com is one of the fastest-growing online entertainment destinations with over 15 million monthly unique visitors.

"Today's announcement further demonstrates our ability to execute against our business plan. We remain committed to delivering leading interactive program guide technology, data solutions and video search capability as key ingredients to the future of the digital home. This divestiture will further streamline our business operations and once again demonstrates our ability to execute on Macrovision's vision of providing consumers with a uniquely simple home entertainment experience," said Fred Amoroso, President and CEO of Macrovision. "Furthermore, we continue to make progress towards our goal of divesting TVG Network, our horse racing wagering channel, which we expect to sign in early 2009."

"I believe the TV Guide Network and tvguide.com are unique properties in the media landscape," said Allen Shapiro. "These assets and brands are extremely difficult to replicate and create significant opportunities for sustained growth. We are very enthusiastic about working with One Equity Partners to execute on our vision."

"We are excited to partner with Allen Shapiro on this transaction," said Greg O'Hara, a Managing Director of One Equity Partners. "With Allen's expertise and impressive track record with media investments, we believe this acquisition will serve as a platform for other acquisitions across the entertainment and digital landscape."

Ryan O'Hara, President of TV Guide Network added: "Over the last few years, the TV Guide Network team has made great strides in transforming the property into a fully distributed entertainment focused network that will continue to develop and prosper. This transaction is really a win for all constituents."

The structure of the deal also allows Macrovision to utilize the strategic capabilities of TV Guide Online while remaining focused on Macrovision's core competencies in technology. Specifically, Macrovision retains the key strategic on-line elements currently utilized through this site, namely its B2B grid syndications business, whereby the company licenses its online guide to other portals, and functionality that enhances its embedded guidance product offering, such as integration from embedded guides with online or mobile guides that allow for remote record.

More than 82 million TV households currently enjoy Macrovision licensed interactive programming guides (IPGs) which provides the TV viewer program listings information, making it the primary tool for managing the TV experience. Macrovision's solution portfolio, which includes industry-leading IPGs and program metadata, associated patent portfolio, music and video metadata, media recognition, as well as networking and security technologies, position the company firmly at the center of the shift to digital entertainment. Macrovision continues to invest in and develop new guide technologies that ultimately enhance the consumers total entertainment experience, including new offerings for CE device makers, system operators, service providers and content providers of virtually all forms of entertainment.

Macrovision's previously disclosed financial estimates for 2008 and 2009 included the results of the TV Guide Online business. As the TV Guide Online business is included in the sale of the TV Guide Network, the results of the TV Guide Online business will now be included in discontinued operations for all historical financial periods. Further, the overall proceeds for businesses being sold will be lower than previously expected. When considering the strength in Macrovision's core technology solutions and elimination of the TV Guide Online business from continuing operations, 2008 adjusted pro forma revenue is now expected to range between $420 million and $430 million. After removing the TV Guide Online business from the estimates and adjusting for lower than expected sale proceeds, Macrovision's 2009 revenue is now expected to range between $435 million and $475 million and adjusted pro forma earnings per share is expected to range between $1.15 and $1.45. Proceeds from all divestitures will be used to retire debt.

UBS Investment Bank served as financial advisor to Macrovision on this transaction.

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