Filed by Macrovision Corporation Pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies:
Macrovision Corporation (Commission File No. 000-22023),
Gemstar-TV Guide International, Inc. (Commission File No. 0-24218), and
Macrovision Solutions Corporation (Registration No. 333-148825).
On Tuesday, February 12, 2008, Macrovision Corporation used the following materials in connection with a presentation to certain of its employees:
 © 2008 Macrovision Corporation | Company Confidential 1 Macrovision Direction Update Gemstar Integration Confidential & Proprietary |
 © 2008 Macrovision Corporation | Company Confidential 2 Forward Looking Statements Macrovision Solutions Corporation has filed a Registration Statement on Form S-4 (Registration No. 333-148825) containing a preliminary 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 will be 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 (when available) 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. |
 © 2008 Macrovision Corporation | Company Confidential 3 Additional Information 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 proxy statement filed with the Securities and Exchange Commission on March 20, 2007 and information regarding Gemstar-TV Guide’s directors and officers can be found in its proxy statement filed with the Securities and Exchange Commission on April 10, 2007. 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, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the Securities and Exchange Commission when they become available. |
 © 2008 Macrovision Corporation | Company Confidential 4 Macrovision Direction @@@@@@ |
 © 2008 Macrovision Corporation | Company Confidential 5 2010 2020 2000 Market Transformation Market Transformation Physical to Digital Broadband Digital TV / HD Convergence • 89 million DTVs by 2011, a 12.1% annual compound increase* • Online movie revenues will reach $1.8B by 2011** • Americans viewed more than 8.3 billion online video streams in May*** *U&S Industry Research & Estimates **Diffusion Group, Jan 2007 ***Comscore The digital home is undergoing the largest transformation since the introduction of the TV |
 © 2008 Macrovision Corporation | Company Confidential 6 Inflection Point for Users Inflection Point for Users • Many silos of content they want to consume throughout the house Broadcast, PVR, music, photos, video downloads, etc. • Many different interfaces to access the content and receive related information and guidance • Content offerings exploding from 500 channels to a near-infinite array |
 © 2008 Macrovision Corporation | Company Confidential 7 Inflection Point for CE Makers Inflection Point for CE Makers • CE business is not just about playback anymore Number of requirements is exploding Complexity beyond CE maker ability to deliver internally • Desire an ongoing revenue relationship with customer Currently derive revenue only when user purchases new device • Need to differentiate products in commodity markets Don’t want to use Microsoft solutions (Microsoft’s customer worry they’ll get commoditized) • Don’t have expertise in specialist areas including software, services, and connectivity |
 © 2008 Macrovision Corporation | Company Confidential 8 Inflection Point for System Operators Inflection Point for System Operators • Offering value-added services Internet service Larger VOD offering • Increasing competition with telco for video & data service, with Internet startups for VOD, and (longer-term) with CE makers for ownership of the Home Screen • Need to continue to own guidance to own the user experience; need to extend into the home to be the starting point for the user |
 © 2008 Macrovision Corporation | Company Confidential 9 Summary of Market Need Consumer demand for quality digital content • Multiple formats, anytime, anywhere • Music, movies, photos, and more Complicated home media structure • Complex devices and numerous formats • Major project, requires programming Digital content businesses struggle • How to provide as easy-to-use, affordable, and timely |
 © 2008 Macrovision Corporation | Company Confidential 10 Richer End User Experience Richer End User Experience |
 © 2008 Macrovision Corporation | Company Confidential 11 Unique Market Opportunity Unique Market Opportunity Become the leading enabler of the home content experience Provide open infrastructure for content producers, distributors, and CE manufacturers protect, enable, and distribute content Allow consumers to discover, acquire, manage, and enjoy content |
 © 2008 Macrovision Corporation | Company Confidential 12 Value Proposition CE Manufacturers (STB /PC / Mobile …) System Operators Content Publishers • Increase revenue per device • Create ongoing revenue relationship with their customers • Speed time to market with competitive services • Compete with closed competitors, without having to recreate the ecosystem • Offer their customers a much richer media experience • Increase revenue generating services offered to customers • Drive customers to use STB more, increasing ad revenue • Offer their customers a much richer media experience • Protection solutions for their content • Offer their content directly to consumers through the internet Service Providers • Access to new install base by integrating with our CE solution • Offer their customers a richer end user experience Discover Acquire Manage Enjoy Rich end user experience: |
 © 2008 Macrovision Corporation | Company Confidential 13 Market Opportunity Device Manufacturers Revenue Model Opportunity • Software/service/IP License • Per unit royalties • Annual TAM per device - $1-$2B (500 Million units)* • License/Services Annual TAM - $1B+* • Annual Digital Video TAM - $1B-$2B** • Annual Other Services TAM - $20B+* Distribution Channels: System Operators Revenue Model Opportunity • Revenue share • Software/IP licensing • Internet Ad Annual TAM - $78B (2011)** • TV Ads Annual TAM - $143B (2011)** • IP Licensing - $500M+*** Distribution Channels: Service Providers Revenue Model Opportunity • Revenue share • Service placement • Ad supported content • Meta data - $100-$300M * • IP Licensing - $500M+*** *Macrovision management calculations ** PWC 2007 Global Entertainment Media Outlook *** GMST mgmt estimates |
 © 2008 Macrovision Corporation | Company Confidential 14 Attractive Growth Opportunities Connected Cross Platform Connected Services International MyTVGuide Services • Advertising, recommendations, personalization, measurement, etc. Growing advertising opportunity Device registration Partners Growing EMEA patent portfolio Growth in new devices/digital adoption Solutions for guidance and media interaction Television Mobile PC STB/DVR Data Services Expand emerging TV Data licensing business Integrate data across multiple media types |
 © 2008 Macrovision Corporation | Company Confidential 15 What We Expect To Provide Guidance technology • Creates interactive program guides • Helps consumers easily discover content Connected software and services • Devices talk to each other and access internet • Add on services for interacting with content (e.g., acquire, share) Data services • Provides behind-the-scenes data links to cross reference information Content protection technology Intellectual Property • Over 2,000 patents |
 © 2008 Macrovision Corporation | Company Confidential 16 Demo work here? |
 © 2008 Macrovision Corporation | Company Confidential 17 Top Notch Install Base 1 Subject to close of AMG transaction Content Producers Distribution Channels Consumer Devices |
 © 2008 Macrovision Corporation | Company Confidential 18 Macrovision Direction Summary Vision—home screen Market opportunity • Help consumers discover, acquire, manage, and enjoy content • Help digital content businesses create consumer experience and generate revenue Macrovision strength • Components assembled • Strong existing client base as foundation for growth • IP backed solutions |
 © 2008 Macrovision Corporation | Company Confidential 19 © 2007 Macrovision Corporation | Company Confidential Gemstar-TV Guide Integration Planning |
 © 2008 Macrovision Corporation | Company Confidential 20 1 GMST Business Review Guidance Technology & Solutions Media Networks Publishing Patent Licensing Products & Services Other TV Guide Network Online Networks & Mobile TVG Network TV Guide SPOT (VOD) / TV Guide Broadband TV Guide Magazine Cross Platform Product Development and Technology (MyTV Guide) Data Solutions Corporate Marketing Corporate G&A Guidance Technology & Solutions Media Networks Publishing Patent Licensing Products & Services Other TV Guide Network Online Networks & Mobile TVG Network TV Guide SPOT (VOD) / TV Guide Broadband TV Guide Magazine Cross Platform Product Development and Technology (MyTV Data Solutions Corporate Marketing Corporate G&A |
 © 2008 Macrovision Corporation | Company Confidential 21 Integration Planning Process Overview – Three Tracks Employee Track • Owners: Eileen Schloss (MVSN) / Dustin Finer (GMST) • Focus on evaluation of top talent, retention of key people, organization design, culture assessment, internal communications, etc. Business Track • Owners: Corey Ferengul (MVSN) / Alan Cohen (GMST) • Focus on business segments and go to market strategy Shared Services Track • Owners: James Budge (MVSN) / Peter Halt (GMST) • Focus on infrastructure (Finance, Legal, IT, HR Operations, Facilities, etc.) to support combined organization |
 © 2008 Macrovision Corporation | Company Confidential 22 Integration Process Overview – Three Phases Phase I – Discovery (January 15 – mid February) • Gain a better understanding of GMST and how it currently operates. • Top down approach for information gathering and analysis • Results in discovery reports and strategic decision meeting Phase 2 – Planning (February 15 – close) • Detailed plans for integration (milestones, owners, timing, etc.) • Detailed Day One requirements and readiness plan Phase 3 – Implementation (Post close) • Execution of plans |
 © 2008 Macrovision Corporation | Company Confidential 23 GMST Business Review Guidance Technology & Solutions Media Networks Publishing Patent Licensing Products & Services Other TV Guide Network Online Networks & Mobile TVG Network TV Guide SPOT (VOD) / TV Guide Broadband TV Guide Magazine Cross Platform Product Development and Technology (MyTV Guide) Data Solutions¹ Corporate Marketing Corporate G&A Guidance Technology & Solutions Media Networks Publishing Patent Licensing Products & Services Other TV Guide Network Online Networks & Mobile TVG Network TV Guide SPOT (VOD) / TV Guide Broadband TV Guide Magazine Cross Platform Product Development and Technology (MyTV Data Solutions Corporate Marketing Corporate G&A |
 © 2006 Macrovision Corporation Company Confidential Thank You |