Content protection firm Macrovision (NSDQ: MVSN) is acquiring Gemstar-TV Guide for $2.8 billion in cash and stock. The companies say there will be opportunities to combine Gemstar’s guide services with Macrovision’s own distribution and delivery technology. The deal calls for Gemstar-TV Guide shareholders to receive $6.35 per share in cash, a 6 percent premium over Thursday’s closing price. The release notes, however, that the offering price represents a 29 percent premium over Gemstar’s share price in July, when it announced it would review strategic alternatives including a possible sale. That decision came with the blessing of News Corp., (NYSE: NWS) a 41 percent owner of the company.
Shareholders may also elect to receive .2548 shares of Macrovision stock; upon completion, Gemstar shareholders would hold 47 percent of the combined company. The deal is expected to close in Q208, subject to the typical conditions. Both CEO Rich Battista and CFO Bedi Singh of Gemstar will be leaving the company upon close. Release | Webcast (9:00 AM ET) | Slides
The whole deal is being couched in the language of openness and consumer freedom: Combining Macrovision