Filed by Macrovision Solutions Corporation Pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
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)
Macrovision Solutions Corporation (Registration No. 333-148825)
On April 7, 2008, Macrovision Solutions Corporation (the Company) made available the following materials in connection with debt financing facilities that the Company is seeking in connection with the Company’s proposed acquisition of Gemstar-TV Guide International, Inc. (as such acquisition is described in the joint proxy statement-prospectus dated March 31, 2008 mailed on or about April 1, 2008 to Macrovision Corporation and Gemstar-TV Guide International, Inc. stockholders of record as of March 14 and March 17, 2008, respectively, for use at each company’s respective Special Meeting of Stockholders to be held April 29, 2008).
 © 2008 Macrovision Corporation | Company Confidential 1 Lenders Presentation Lenders Presentation April 9, 2008 April 9, 2008 |
 © 2008 Macrovision Corporation | Company Confidential 2 Safe Harbor Statement Safe Harbor Statement Statements contained in this document regarding the consummation and potential timing and benefits of the pending acquisition are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and are made under its safe-harbor provisions. Such forward- looking statements include risks and uncertainties; consequently, actual results may differ materially from those expressed or implied thereby. Factors that could cause actual results to differ materially include, but are not limited to: failure to satisfy any of the conditions to complete the acquisition, inability to successfully integrate the businesses and operations of Macrovision and Gemstar-TV Guide, failure to achieve anticipated benefits and cost savings, failure to obtain financing to complete the transaction, and the increased leverage of the combined business, as well as the risk factors relating to each business as disclosed in Macrovision’s and Gemstar-TV Guide’s respective filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Except as required by law, Macrovision and Gemstar-TV Guide undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. |
 © 2008 Macrovision Corporation | Company Confidential 3 Additional Information Additional Information Macrovision Solutions Corporation has filed a Registration Statement on Form S-4 (Registration No. 333-148825) containing a joint proxy statement-prospectus regarding the proposed transaction and other documents regarding the proposed transaction 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. 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 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 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, 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 Introduction Introduction JPMorgan JPMorgan |
 © 2008 Macrovision Corporation | Company Confidential 5 Transaction Overview Transaction Overview Total consideration of approximately $2.8 billion at time of announcement Cash/stock mix of 56% ($1.6 billion) cash / 44% ($1.2 billion) stock (tax-deferred basis) • Each GMST share will convert based on cash/stock election to either o $6.35/share in cash or o 0.2548 shares of Newco for each GMST share (fixed exchange ratio) – In case of oversubscription, funds distributed pro rata Pro forma ownership following close • Macrovision (53%) / Gemstar-TV Guide (47%) o News Corporation (41% GMST holder), has agreed to vote in favor of transaction Macrovision to raise $650 million in debt to finance the acquisition • $500 million in Term Loan / $150 million in Senior Unsecured Notes • Pro forma for the acquisition and financing, Macrovision will have 4.3x leverage Ratings: • Corporate ratings: Ba3/B+ (Stable/Positive) • Senior secured ratings: Ba1/BB- |
 © 2008 Macrovision Corporation | Company Confidential 6 Source & Uses and Pro Forma Capitalization Source & Uses and Pro Forma Capitalization Sources and Uses of Funds ($ in millions) Pro Forma Capitalization ($ in millions) Amount Amount Cash $1,002 Equity Purchase Price $1,070 Term Loan B 500 Cash Purchase Price 1,547 Senior Unsecured Notes 150 Pre-funded severance costs 37 Issued Equity 1,070 Fees and Expenses 68 Total Sources $2,722 Total Uses $2,722 Capitalization Highlights Over $280 million of cash on balance sheet at closing Total leverage of 4.3x (2007 Adjusted EBITDA) represents only 28% of the pro forma capital structure Strong public market valuation of 15.3x as of announcement date Note: Equity amounts are as of announcement date (12/6/07). As of 3/31/08, issued equity is $645mm and existing market value of equity is $746mm. |
 © 2008 Macrovision Corporation | Company Confidential 7 Executive Summary Executive Summary Fred Amoroso, CEO, Macrovision Fred Amoroso, CEO, Macrovision |
 © 2008 Macrovision Corporation | Company Confidential 8 Macrovision Solutions Overview Macrovision Solutions Overview Macrovision Solutions Corporation Media Networks PF Revenue (FY 2007): $186 million PF Segment Operating Profit (FY 2007): $45 million² PF Revenue (FY 2007): $607 million PF Adjusted EBITDA (FY 2007): $209 million1 Leading portfolio of IP to: Protect content Distribute media content across different networks Enhance end user experience Major Customers include Disney, Paramount, NBC, Comcast, AOL, Samsung, Motorola Revenue Model: Licensing fees and per-unit royalties Demand Drivers: Digital Home, Broadband IPTV Leading television networks TV Guide Network – scrolling programming information and entertainment news TVG – live horseracing and wagering Wide Distribution: TV Guide Network in approx. 83mm homes, TVG in approx. 46mm homes; Major Advertisers: Kraft, Geico, Procter & Gamble, Unilever Revenue Model: Advertising, affiliate fees, transaction and service fees Demand Drivers: Programming acceptance and more states allowing horserace betting Technology Solutions PF Revenue (FY 2007): $421 million PF Segment Operating Profit (FY 2007): $231 million² 1 Adjusted EBITDA includes Corporate/Unallocated Costs but excludes equity-based compensation, restructuring and asset impairment charges and includes add-backs of one-time deal related expenses and estimated synergies 2 Segment Operating Profit does not include allocations of Corporate/Unallocated Costs |
 © 2008 Macrovision Corporation | Company Confidential 9 Recurring 87% Other/Non- Recurring 13% Recurring 64% Other/Non- Recurring 36% Macrovision Solutions Recurring Revenue Model Macrovision Solutions Recurring Revenue Model 2007 PF Revenue 2007 PF Segment Operating Profit¹ Pro Forma Revenue: $607 million Pro Forma Segment Operating Profit¹: $276 million 1 Segment Operating Profit does not include allocations of Corporate/Unallocated Costs or add-backs of one-time deal related expenses and estimated synergies |
 © 2008 Macrovision Corporation | Company Confidential 10 Strategic Rationale Strategic Rationale One of the largest and most profitable digital media IP licensing & technology solution providers • Leadership position in IP and metadata • Core skills in security, distribution, guidance and enhancement Unique opportunity-for independent-provider to become leading enabler of digital home entertainment • Content owners seeking to maintain control over content, protect investments, increase ROI • Service providers must innovate to reduce churn amid convergence • Consumer electronics challenged by global competition; seeking third party software solutions Well positioned to capture opportunities across the evolving digital content value-chain • Distribution of digital media requires many of our security technologies • Connected digital media devices require many of our enhancement technologies o Able to positively impact value chain at both ends of connection Combined customer footprint extends across value chain • Device OEMs, cable/satellite/mobile operators, online portals and studios o Critical mass necessary to effect change across value chain Transaction yields meaningful synergies and a compelling financial model • For FY07, the Company generated pro forma Revenue and Adjusted EBITDA of $607 million and $209 million, respectively |
 © 2008 Macrovision Corporation | Company Confidential 11 Executive Management Team Executive Management Team Name Year joined Years of experience Experience Fred Amoroso President & CEO (Macrovision) 2005 35 Advisor, Warburg Pincus President, CEO & Vice Chairman, Meta Group President & CEO, CrossWorlds Software Management positions at IBM Partner, PricewaterhouseCoopers James Budge Chief Financial Officer (Macrovision) 2005 20 CFO, Trados, Inc. CFO, Sendmail, Inc. CFO, CrossWorlds Software Controller, Arbor Software Various positions at PricewaterhouseCoopers Thomas Carson Executive Vice President, Market Segments (Gemstar-TV Guide) 2006 25 EVP of Program Office, Thomson Corporation EVP of Global Sales and Marketing, Thomson Corporation Corey Ferengul Executive Vice President, Marketing (Macrovision) 2006 15 EVP of Marketing and Product Strategy, Infogix SVP of Enterprise System Management, The Meta Group Director of Product Integration, PLATINUM Technologies Steve Shannon Executive Vice President, Product Planning and Cross Platform Technologies (Gemstar-TV Guide) 2006 20 EVP of Sales and Marketing, Akimbo Systems VP of Marketing and Sales, ReplayTV Director of Internet Authoring, Macromedia Key management |
 © 2008 Macrovision Corporation | Company Confidential 12 Key Investment Highlights Key Investment Highlights Compelling strategic rationale by combining two key players with complementary solutions Defensible and stable operating performance bolstered by large and highly profitable digital media IP licensing & technology businesses IP patent portfolio with long remaining life, demonstrated strong defensibility and extensibility Highly recurring revenue stream with approximately 64% of revenue and 87% of segment operating profit governed by long term contracts or royalty fees High switching costs given Macrovision is sole provider or licensor Uniquely positioned to address the growth opportunity presented by the digitization of the content value chain Attractive financial profile, high operating margins and low capex, leading to planned rapid deleveraging through free cash flow generation Broad technology reach and customer footprint Proven management track record |
 © 2008 Macrovision Corporation | Company Confidential 13 Industry Overview Industry Overview Fred Amoroso, CEO, Macrovision Fred Amoroso, CEO, Macrovision |
 © 2008 Macrovision Corporation | Company Confidential 14 2010 2020 2000 Physical to Digital Broadband Digital TV / HD Convergence 2010 2020 2000 Physical to Digital Broadband Digital TV / HD Convergence Market Transformation Market Transformation 89 million DTVs by 2011, a 12.1% annual compound increase 1 Online movie revenues will reach $1.8 billion by 2011 2 Americans viewed more than 10 billion online video streams in December 2007 3 1 U&S Industry Research & Estimates 2 Diffusion Group, Jan 2007 3 Comscore The digital home is undergoing one of the the largest transformations since the introduction of the TV |
 © 2008 Macrovision Corporation | Company Confidential 15 249 301 347 386 421 450 0 100 200 300 400 500 2006 2007 2008 2009 2010 2011 15 30 58 98 145 187 0 25 50 75 100 125 150 175 200 2006 2007 2008 2009 2010 2011 178 219 266 314 362 407 0 75 150 225 300 375 450 2006 2007 2008 2009 2010 2011 87.6 96.7 104.1 112.2 119.6 0 20 40 60 80 100 120 140 2007 2008 2009 2010 2011 Source: iSuppli, Q2, 2007 Global Mobile Video Subscribers Source: Yankee Group Research, July 2007 Global Broadband Subscribers Global Digital TV Subscribers Source: Yankee Group Research, July 2007 Global CE Shipments¹ Source: CEA, Consumer Electronics Daily, Screen Digest, GfK, JEITA, Datamonitor, iSuppli, Wall Street research 1 Includes TVs (excluding CRT) and digital recorders Growing Demand for Digital Products and Services Growing Demand for Digital Products and Services |
 © 2008 Macrovision Corporation | Company Confidential 16 Technology Solutions Market Segment Overview – Technology Solutions Market Segment Overview – Guidance Guidance Technologies and services related to Interactive Program Guides, on-screen listings of television programming and video on demand information with interactive functions that enable viewers to navigate, sort, select and schedule television programming for viewing and recording Drivers: Requirement from users to have guidance for their television viewing Digital Migration Digital television and Digital Video recorder sales Interactive television guidance technology is quickly becoming a must-have tool for television viewers bombarded with an increasing amount of available content, an increasing number of digital cable and satellite television channels and VOD services IPGs will be the entry point for consumers to discover a range of new services and content that will be available on television screens, including broadcast television, IPTV, VOD and other services Competitive Landscape Key Themes Market Segment Description Addressable Market Segment Primary: In-house development Secondary: NDS, an EMEA-based protection vendor with its own IPG Macrovision believes that virtually any competitive product would require a Macrovision IP license (due to Macrovision’s extensive patent portfolio). Captures over 25% of guidance solutions with substantial upside US and Canada CE: 34 million TVs in 2007 US and Canada C&S: 75 million digital TV Households in 2007 EU C&S: 41 million digital TV Households in 2007 EU CE: 17 million TVs and recorders in 2007 Japan CE: 11 million TVs and recorders in 2007 Source: Company filings, Wall Street research, management estimates |
 © 2008 Macrovision Corporation | Company Confidential 17 Technology Solutions Market Segment Overview – Technology Solutions Market Segment Overview – Content Protection Content Protection Distribution of packaged and digital entertainment is a larger part of the movie industry than box office receipts. However, as technology facilitates digital downloads and copying, motion picture studios, music labels, cable television program and distributors all require analog and digital protection of their intellectual property Drivers: Increase in digital distribution channels (e.g., downloads) Emerging HD media format Content owners lose billions of dollars every year to casual copying and professional or bootleg piracy Approximately 1.8 billion CE devices (DVD/DVRs, mobile, and other) growing at approximately 10% per year 11.7 million Blu-ray players shipped in 2007 ACP: Dwight Cavendish RipGuard: ARccOS BD+: None Macrovision estimates that for protected content, its solutions are in over 90% of devices and protect over 50% of the content Content and copyright owners are vulnerable to unauthorized use of their content driven by: • Inexpensive, easy to use in-home copying devices • Expansion of high-bandwidth Internet infrastructure • Industry shift to digital media • Proliferation of PC-based entertainment platforms, Internet downloads and peer-to-peer file sharing networks Competitive Landscape Key Themes Market Segment Description Addressable Market Segment Source: Company filings, Wall Street research, CEA, management estimates |
 © 2008 Macrovision Corporation | Company Confidential 18 Technology Solutions Market Segment Overview – Technology Solutions Market Segment Overview – Metadata & Media Recognition Metadata & Media Recognition Every time a user enjoys their digital content, they need data about that content, including name, artists, reviews, and related content. The market challenge is that the users can enjoy content on many devices or web properties, as well as may want to purchase that content and need to view the data Drivers: Users are increasing their purchases of new devices and on line entertainment services, all of which require data to describe the media users are accessing 40+ million worldwide MP3 players sold annually 18+ million MP3 players shipped in 2007; 25% annual growth rate Tribune Media Services Gracenote Muze Macrovision estimates that for metadata and media recognition, its solutions address a substantial portion of the market segment It is prohibitively expensive and time-consuming for a web portal, music jukebox or other entertainment website to create a database of over 11 million song tracks, 500,000 cover images, 74,000+ celebrity and band biographies, 300,000+ films, 250,000+ album or video reviews and 1 million TV series episodes on their own, therefore they must outsource access to this data • Additionally the media is not labeled today for recognition, therefore additional capability is required to identify the media and then associate the proper metadata Competitive Landscape Key Themes Market Segment Description Addressable Market Segment Source: Company filings, Wall Street research, management estimates |
 © 2008 Macrovision Corporation | Company Confidential 19 Technology Solutions Market Segment Overview – Technology Solutions Market Segment Overview – Connected Platform & Services Connected Platform & Services Standards-based core technologies, solutions and services that allow hardware manufacturers to media enable their solutions as well as provide protection to video content played on the devices Drivers: Consumers demanding media enabled capability within new devices such as digital TVs and set top boxes Emergence of Broadband IPTV removing need for Cable operator – direct to TV interfacing 126 million STBs shipped in 2007 – 12% CAGR through 2011 150-170 million TVs sold in 2007 DTVs now growing at 26% CAGR through 2011 6 million network attached storage units shipped in 2007 Approximately 1.8 billion CE devices (DVD/DVRs, mobile, and other) growing at approximately 10% per year Primary: In-house development Secondary: Digeon, Wave Systems Macrovision estimates that for connected platform & services, its solutions account for over 20% of the small but growing market segment Media enabled devices are demanded by customers and are complex to implement in a standards based approach CE manufacturers must ensure content played back on their devices is protected to the levels desired by the content producer Competitive Landscape Key Themes Market Segment Description Addressable Market Segment Source: Company filings, Wall Street research, management estimates |
 © 2008 Macrovision Corporation | Company Confidential 20 Technology Solutions Market Segment Overview – Technology Solutions Market Segment Overview – Online Networks Online Networks Online entertainment content, listings, search and community, with a focus on television and professionally-created online video content Expanding market through syndication of the listings grid and other products and services to cable & satellite operators, wireless operators, newspapers, general content websites Drivers: Consumers are increasingly looking to the Internet as a source of content delivery and discovery Proliferation of online and offline content is creating a growing consumer need for high-quality guidance and data to personalize relevant choices and facilitate discovery of new programming Online Networks serves as a key incubator for successfully testing and launching cross-platform products and services Competitive Landscape Key Themes Market Segment Description Addressable Market Segment Online Networks competes with general entertainment websites for visitors and ad spend Primary: TV-related entertainment websites, including AOL TV, Yahoo! TV, MSN TV, TV.com and Zap2it.com Secondary: Other general entertainment sites (e.g., IMDB, eonline.com, people.com) and broadband content search sites (e.g., blinkx, Google, YouTube) $8.5 billion online display advertising market Source: Company filings, Wall Street research, management estimates |
 © 2008 Macrovision Corporation | Company Confidential 21 Company Overview Company Overview Fred Amoroso, CEO, Macrovision Fred Amoroso, CEO, Macrovision |
 © 2008 Macrovision Corporation | Company Confidential 22 Company Highlights Company Highlights Poised for opportunities across evolving digital media value chain • Leading IP licensing technology provider o Approximately 450 U.S. and 1,900 international patents at closing o Proprietary databases of music, movies, TV and games metadata – Gemstar-TV Guide – 1 million TV series episodes, 190,000 movies – Macrovision – 11 million song tracks, 1 million albums, 500,000 cover images • Core technologies include protection, distribution and enhancement o Industry standard technologies include BD+, ACP o Leadership position in IPG’s o DLNA standards-based connected platform • Customer footprint extends across the content value chain o Movie studios, system operators, Internet content distributors, device manufacturers Compelling financial model • High revenue visibility o Predominantly royalty-based, recurring revenue streams with approximately 64% of revenue governed by long term contracts or royalty based – Driven by growth in shipments of media & devices • Significant leverage in operating model o Low variable costs • Diversified market, customers and technology footprint |
 © 2008 Macrovision Corporation | Company Confidential 23 Company Focus Company Focus Empowering customers to enable consumers to enjoy digital media on their terms • Content owners seeking to securely distribute media amid shift from analog to digital • Service providers seeking to reduce churn through enhanced services • Device manufacturers seeking independent third party solutions Discover, acquire, manage and enjoy digital content across platforms and channels |
 © 2008 Macrovision Corporation | Company Confidential 24 A Combination of Macrovision and Gemstar Will A Combination of Macrovision and Gemstar Will Produce a Scaled Digital Media IP Licensing Company Produce a Scaled Digital Media IP Licensing Company Source: Company filings Note: MVSN, GMST and combined company pro forma for Transaction-and continuing operations from IP Licensing; GMST standalone pro forma to exclude Publishing and Media business; all figures represent IP licensing revenues only $427 $411 $253 $158 $105 $66 $53 $19 Scaled revenue Enhanced margin profile Accelerated growth profile Broader technology reach and customer footprint Platform for continued strategic acquisitions LTM IP Licensing Revenue ($ in millions) |
 © 2008 Macrovision Corporation | Company Confidential 25 2007 Revenue Macrovision’s Solutions Macrovision’s Solutions Media Networks² $141 Content Protection Metadata & Media Recognition $231 Guidance Technology Solutions¹ Products Major Customers TV Guide Network TVG BD+ ACP Ripguard DVD Data Solutions/Services LASSO Tapestry Interactive program guide (IPG) VCR+ $19 $186 Combined¹ $607 $126 $142 $1 $45 $276 2007 Contr. to Operating Profit BSkyB, Comcast, Cox, DirecTV, JVC, Panasonic, Sony, Time Warner Disney, Fox, Paramount, Warner, Motorola, Scientific-Atlanta, Samsung, HP, Pace Yahoo, AOL, Electronic Arts, Vivendi Philip Morris, Geico, Proctor & Gamble, Unilever Revenue Model Long-term contracts comprised of patent licensing fee & per-unit royalties Annual licensing fee & per unit royalties Monthly subscription fees & per unit royalties Advertising and affiliate fees Transaction and licensing fees Demand Drivers Digital TV subscribers Mobile Video Subscribers CE Shipments Increase in digital distribution channels Blu-ray media format $1 Connected Platform & Services Connected Platform ($7) Sony, Samsung, Philips, Buffalo, Dell, Scientific-Atlanta Initial license fee & per unit royalties Emergence of Broadband IPTV Growth of connected devices Use of connected devices Use of online entertainment services Programming Acceptance More states allowing horserace betting ($mm) 1 Technology Solutions also includes revenue and Contribution to Operating Income associated with other Technology Solutions such as RightAccess which is not broken out separately above. Therefore the segment numbers shown above will not equal the combined numbers 2 Exploring strategic alternatives for Media Networks businesses Online Networks $13 ($6) Kraft, Mastercard Starbucks, Walgreens Advertising and referral fees Unique users CPM Flagship property: tvguide.com |
 © 2008 Macrovision Corporation | Company Confidential 26 Technology Solutions Business Overview Technology Solutions Business Overview Provides solutions for consumer electronics manufacturers, system operators, web properties, content producers and end consumers Solutions are backed by an IP portfolio comprised of over 2,000 patents Customers: Nearly all major studios, CE Device Manufacturers, online retailer and content providers and US cable, satellite and telecommunications operators Employees: 986 at December 31, 2007 Acquisitions: eMeta (2006), Aptiv (2007) BD+ (2007), All Media Guide (2007), Mediabolic (2007) Approximately 92% of Technology Solutions revenue is recurring CY06 CY07 Revenue $330 $421 Y-o-Y growth na 28% Contribution to Operating Profit $149 $231 Contr. to Operating Profit margin 45% 55% Business Lines Customer Overview Pro Forma Business Overview Pro Forma Financial Summary ($ in millions) Consumer electronics manufacturers System operators • Includes cable, satellite and telecommunications providers Content producers • Movie studios and DVD publishers Web properties • Includes online retailers / eTailers, online content providers, such as music or video services and portals ACP RipGuard IPG Patent Licensing IPG Products and Services TV Guide Data Solutions Connected Platform ACP PPV/Other ACP DVD BD+ |
 © 2008 Macrovision Corporation | Company Confidential 27 Technology Solutions Business Overview – Technology Solutions Business Overview – Guidance Guidance Provides patent licensing and technologies to third party guide developers in the online, personal computer and mobile businesses and offers its own Company-developed IPG products and services Customers: MVSPs and CEs Acquisitions: Aptiv (2007) Top 5 customers in aggregate represent approximately 48% of 2007 revenue 2007 Revenue = $231mm 2007 Contribution to Operating Profit = $142mm Licenses to third parties, such as cable and satellite providers, CE manufacturers, set-top box manufacturers, interactive television software providers and program guide providers in the online, personal computers and mobile phone businesses, to develop their own guides Interactive on-screen program that displays program listings and enables viewers to quickly and easily navigate, sort, select and schedule television programming for viewing and recording, all with simple remote control commands ITALIA Key Customers Pro Forma Business Snapshot Solutions Overview IPG Patent Licensing IPG Products and Services |
 © 2008 Macrovision Corporation | Company Confidential 28 Technology Solutions Business Overview – Technology Solutions Business Overview – Content Protection Content Protection Leading provider of protection technology for video content with key patents covering analog and digital copy protection Customers: Over 100 MPAA and Independent studios and nearly all major consumer electronic manufacturers Acquisitions: BD+ (2007) Top 5 customers in aggregate represent approximately 29% of 2007 revenue 2007 Revenue = $141mm 2007 Contribution to Operating Profit = $126mm RipGuard Solutions Overview Key Customers Pro Forma Business Snapshot RipGuard protects against most DeCSS ripping procedures, making it impractical for all but the most determined to violate their license agreement BD+ is a key element of Blu-ray’s content security platform Allows new Blu-ray titles to carry unique security codes which addresses emerging threats, thus providing content producers the ability to respond to security breaches without impacting legitimate consumers ACP ACP prevents or distorts copies made over an analog connection between a source player and recoding device all while invisible to the user Sold to hardware manufacturers and content producers such as Hollywood studios. It is embedded into content and on devices BD+ |
 © 2008 Macrovision Corporation | Company Confidential 29 Technology Solutions Business Overview – Technology Solutions Business Overview – Metadata & Media Recognition Metadata & Media Recognition Leading provider of entertainment metadata describing television (programming and listing times), music, movies and games. Covering basic data, network information, rich media (e.g., cover art), reviews, awards and relationships between media (e.g., artist also in this band). Supported by recognition and playlisting technology. Acquisitions: All Media Guide (2007) Top 5 customers in aggregate represent approximately 17% of 2007 revenue 2007 Revenue = $19mm 2007 Contribution to Operating Profit = $1mm Solutions Overview Key Customers Pro Forma Business Snapshot Media recognition technology to embed in a CE device or online media service. Recognizes content based on either a table of contents look up or media fingerprint Automated playlisting solution allowing users to create playlists based on over 40 criteria. Can identify a song and create “playlists like” or select specific criteria and create a playlist of songs that meet the profile Entertainment metadata covering 50 years of television, music, movies and games. Cataloging over 13M pieces of content. Including reviews, rich media and relationships between media |
 © 2008 Macrovision Corporation | Company Confidential 30 Technology Solutions Business Overview – Technology Solutions Business Overview – Connected Platform & Services Connected Platform & Services Providing standards based core technologies, solutions and services that allow hardware manufacturers to media enable their solutions as well as provide protection to video content played on the devices. Conforms to DLNA and UPnP standards and is a reference platform for DLNA Acquisitions: Mediabolic (2007) 2007 Segment Revenue and Operating Profit not yet significant Solutions Overview Key Customers Pro Forma Business Snapshot Connected Platform Enables consumer entertainment devices to discover, store and playback personal and internet based digital content via the home network or internet. Extensive integration work done with silicon providers to ensure compatibility Embedded within each consumer device and interfacing with any DLNA compliant device Key Partners & Standards |
 © 2008 Macrovision Corporation | Company Confidential 31 Technology Solutions Business Overview – Technology Solutions Business Overview – Online Networks Online Networks Online Networks consists of 5 leading websites in the TV and Entertainment category. The flagship property, tvguide.com, provides breaking entertainment news, comprehensive entertainment search, television and movie listings, and community discussion Customers: Entertainment and conventional advertisers Acquisitions: jumptheshark.com (2006), fansofrealitytv.com (2006), tv-now.com (2006), and tvshowsondvd.com (2007) Top 5 customers in aggregate represent approximately 53% of 2007 revenue 2007 Revenue = $13mm 2007 Contribution to Operating Profit = ($6mm) #1 site in online listings usage Next-generation listings grid with comprehensive entertainment metadata Key Customers Pro Forma Business Snapshot Product Overview Listings Breaking news and unique mini-sites Over 35 dedicated contributing writers, including industry insiders such as Michael Ausiello and Matt Roush Editor blogs and user-generated community content Editorial / Community Web’s most comprehensive and accurate entertainment search product with hyperlinked results Content is organized to create the ultimate fan page Search The Online Video Guide (OVG) extends core search and guidance capabilities to professionally-created online video content New cross-platform oriented products launched or in development include: Remote Record, Smart Recommendations, and Personalization New Products Syndication of listings grid to over 100 online partners New services will provide syndication of TV Guide content and other applications Syndication |
 © 2008 Macrovision Corporation | Company Confidential 32 Media Networks Overview Media Networks Overview Television entertainment network for viewers seeking the latest information on programs, stars and trends on television; also provides a horse racing channel where viewers have an opportunity to wager Customers: MSO’s and Advertisers Employees: 492 at December 31, 2007 Top 5 customers in aggregate represent approximately 26% of 2007 revenue The premiere television entertainment network for viewers seeking the latest information on the best programs, hottest stars and latest trends on television One of the fastest growing networks in the video-on-demand (VOD) market Online video service that provides a mix of original, on- demand content and the best of programming from TV Guide Network Horse racing channel that combines live horse racing from many of the premier horse racetracks in the U.S. and other countries and provides viewers with the opportunity to wager via its advanced deposit wagering (“ADW”) platform Business Lines Key Customers and Partners Pro Forma Business Overview Pro Forma Financial Summary ($ in millions) CY06 CY07 Revenue $187 $186 Y-o-Y growth na 0% Segment Operating Profit $49 $45 Segment Operating Profit margin 26% 24% |
 © 2008 Macrovision Corporation | Company Confidential 33 Backed by Strong Patent Portfolio Backed by Strong Patent Portfolio • Combined Company’s patent portfolio will include more than 2,300 issued patents and nearly 1,500 pending applications worldwide o Generally, the portfolio includes coverage that is directed to the display of and interaction with, television program schedule information and key features and functionality provided in connection with that information; and video copy protection and home networking • The Combined Company’s patent portfolio has a long remaining life and has demonstrated strong defensibility o Over 50% of Combined Company’s currently issued patents expire after 2015, with some patents extending out to 2022 o Combined Company’s total patent portfolio should remain stable as new patents, including “child” patents of the existing ones, replace those that expire prior to 2022 • Combined Company’s guidance patents generally do not require the guidance to be provided on a specific platform to fall within the scope of the claims – they are generally “platform agnostic” and applicable to video guidance provided on STBs, TVs, DVRs, PCs, mobile phones, etc. 54 |
 © 2008 Macrovision Corporation | Company Confidential 34 My TV Guide Services • Advertising, recommendations, personalization, measurement, etc. Growing advertising opportunity Device registration Partners Growing EMEA patent portfolio Growth in new devices and digital adoption internationally Integrated and connected cross platform solutions for guidance and media interaction Television STB/DVR Mobile PC Expand emerging TV Data licensing business Integrate data across multiple media types Attractive Growth Opportunities Attractive Growth Opportunities Connected Cross Platform Connected Services International Data Services |
 © 2008 Macrovision Corporation | Company Confidential 35 Synergies/Integration Synergies/Integration Fred Amoroso, CEO, Macrovision Fred Amoroso, CEO, Macrovision |
 © 2008 Macrovision Corporation | Company Confidential 36 Cost Synergies Summary Cost Synergies Summary ($ in thousands) Source: Macrovision integration plan Note: Synergies held flat for 2008 onward End-State Synergy Day 1 Day 90 Day 180 Day 270 Synergies Headcount 30,627 19,043 27,056 28,628 30,627 Duplicate Legal Costs 5,525 - 5,525 5,525 5,525 Dual Public Company Costs & Insurance 3,843 2,745 3,092 3,092 3,843 Facilities & Infrastructure 1,910 - - - 1,910 IT Infrastructure Reduction 1,446 - - 1,446 1,446 Other 2,649 1,899 2,649 2,649 2,649 Total Synergies 46,000 23,687 38,322 41,339 46,000 % of Total 100% 51% 83% 90% 100% Total One-time Transaction Related Costs 7,400 7,400 7,400 7,400 7,400 Total Synergies and One-time Transaction Related Costs 53,400 31,087 45,722 48,739 53,400 |
 © 2008 Macrovision Corporation | Company Confidential 37 Additional Synergies Additional Synergies Synergies are a conservative estimate and do not include additional synergies as listed below: Marketing $8mm Additional headcount and duplicative systems post integration $5mm Total $13mm |
 © 2008 Macrovision Corporation | Company Confidential 38 Integration Planning – Integration Planning – Overview Overview Align organization: • Vertical market-focused sales and marketing organizations • Integrated R&D with focus on product integration to create high value solutions • Build professional services organization • Redundancy savings Establish cost savings Explore strategic alternatives for non- strategic assets Build / Integrate: • Create integrated CE offering, including o Integrate IPG and Connected Platform o Next-generation IPG o Data services • Integrate data services • After-market services (e.g., remote management, photo, advertising, personalization) Integration Highlights Cost savings/synergies have been identified down to individual names and specific budget items Senior management has invested considerable time in developing strategic plan (sales, marketing, etc.) for core assets; non-core assets have not been given as much focus Senior management has significant experience in both integrating acquisitions and divesting businesses as evidenced by the successful integrations of Mediabolic, AMG and BD+ as well as the divestitures of the Software Business Unit and Games business. Amoroso also served as CEO of Crossworlds during its acquisition by IBM and Budge served as CFO of Trados during its acquisition by SDL, CFO of Crossworlds during its acquisition by IBM and as controller of Arbor during its merger with Hyperion |
 © 2008 Macrovision Corporation | Company Confidential 39 Integration Planning – Integration Planning – Timeline Timeline Between signing and close of deal • Due diligence for integration and synergies o People, product / technologies, contracts, customers • Prepare strategic alternative review for affected units: o Publishing, TVG, TV Guide Network • Prepare integration plan for core units: o Guidance Technology, AMG, Embedded Solutions • Prepare G&A rationalization plan: o Consolidate redundant functions and determine location changes o Rationalize upper management ranks o Rationalization plan for systems • Prepare plan to recompose Board of Directors After close of deal • Reach out to customers • Execute strategic alternative plans • Execute cost reduction plans • Implement upper management changes • Begin engineering work on product integrations |
 © 2008 Macrovision Corporation | Company Confidential 40 Financial Overview Financial Overview James Budge, CFO, Macrovision James Budge, CFO, Macrovision |
 © 2008 Macrovision Corporation | Company Confidential 41 $121 $156 $0 $50 $100 $150 $200 CY06 CY07 Revenue ($ in millions) Macrovision Standalone Historical Financials Macrovision Standalone Historical Financials $39 $56 $0 $20 $40 $60 CY06 CY07 EBITDA ($ in millions) $30 $55 $0 $20 $40 $60 CY06 CY07 EBITDA less Capex ($ in millions) Management Discussion & Analysis Revenue • Revenues for 2007 increased by $34 million or 28% compared to 2006 primarily due to the increase in revenue from CE devices, partially offset by the decline in revenue from Studios. The increases in revenue from CE devices were primarily due to the proliferation of digital set top boxes and other CE devices using our technology, and the inclusion of Mediabolic since January 1, 2007 EBITDA • EBITDA for 2007 increased by $17 million or 43% due to revenue increase as described above partially offset by increases in G&A expenses ($5mm) primarily due to legal costs for enforcement of intellectual property rights, restructuring charges in 2007 ($5mm), increased sales and marketing expense ($3mm) due to increased commissions commensurate with increase in revenue, and amortization of intangibles from acquisitions ($3mm) EBITDA less Capex • EBITDA less Capex for 2007 increased by $25 million or 89%. EBITDA less Capex increased by more than EBITDA due to lower capital expenditures on IT infrastructure |
 © 2008 Macrovision Corporation | Company Confidential 42 $571 $628 $0 $200 $400 $600 $800 CY06 CY07 Revenue ($ in millions) Gemstar Standalone Historical Financials Gemstar Standalone Historical Financials $100 $106 $0 $40 $80 $120 CY06 CY07 EBITDA ($ in millions) $66 $72 $0 $20 $40 $60 $80 CY06 CY07 EBITDA less Capex ($ in millions) Management Discussion & Analysis Revenue • Revenue increased $57 million, or 10%, compared to the same period in 2006. The increase in revenues was driven by a $49 million increase in IPG Patent Licensing revenue and a $18 million increase in IPG Products and Services revenue, partially offset by a $7 million decline in VCR Plus+ revenue. EBITDA • EBITDA for 2007 increased by $6 million or 6% primarily due to the revenue increase as described above partially offset by the fact that legal expense went up as the year ended December 31, 2006 included the reversal of $27 million more in accrued liabilities due to the resolution of legal matters. Other expense increases include increases in marketing ($20mm), and an increase in product development and technology expenses ($6mm). Normalizing for the legal accrual reversal, EBITDA would have increased by $33 million, or 33%, in 2007. EBITDA less Capex • EBITDA less Capex for 2007 increased by $6 million or 9%. EBITDA less Capex increased commensurate with EBITDA. As noted above, EBITDA less Capex would have increased by $33 million in 2007 after normalizing for the legal resolutions. |
 © 2008 Macrovision Corporation | Company Confidential 43 Reconciliation of GAAP Income from Continuing Operations to Reconciliation of GAAP Income from Continuing Operations to EBITDA EBITDA 2006 2007 2006 2007 ($ in millions) GAAP Income from continuing operations, net of tax 29 $ 44 $ 72 $ 173 $ Income tax expense (benefit) 9 15 22 (84) Interest (income) expense and other, net (9) (16) (27) (23) Depreciation and amortization 7 7 18 23 Amortization of intangibles from acquisitions 3 5 15 17 EBITDA 39 $ 56 $ 100 $ 106 $ Capital Expenditures 9 1 34 34 EBITDA less CapEx 30 $ 55 $ 66 $ 72 $ Macrovision Gemstar-TV Guide Macrovision and Gemstar-TV Guide provide non-GAAP financial information to assist investors in assessing their respective current and future operations in the way that Macrovision’s and Gemstar-TV Guide’s management teams evaluate those operations. EBITDA is a supplemental measure of Macrovision’s and Gemstar-TV Guide’s performance that is not required by, and is not presented in accordance with, GAAP. EBITDA does not substitute for any performance measure derived in accordance with GAAP and may be different from non-GAAP measures used by other companies. Macrovision believes that this non-GAAP information provides useful information to investors by excluding the effects of amortization of intangibles from acquisitions, depreciation and amortization, interest (income) expense and other, net, and income tax expense (benefit) that are required to be recorded under GAAP, but that Macrovision believes are not indicative of Macrovision’s core operating results. In accordance with Regulation G, a presentation of the most directly comparable GAAP measures is contained on this slide. This information should be read in the context of the Company’s and Gemstar-TV Guide’s financial statements contained in their respective Form 10-K/A and Form 10-K, each for the fiscal year ended December 31, 2007. |
 © 2008 Macrovision Corporation | Company Confidential 44 Pro Forma Revenue ($ in millions) Pro Forma Historical Financials Pro Forma Historical Financials Pro Forma Adjusted EBITDA ($ in millions) Pro Forma Adjusted EBITDA less Capex ($ in millions) Pro Forma Capex ($ in millions) $190 $209 $0 $40 $80 $120 $160 $200 $240 CY06 CY07 $517 $607 $0 $200 $400 $600 $800 $1,000 CY06 CY07 $147 $173 $0 $50 $100 $150 $200 CY06 CY07 $43 $37 $0 $10 $20 $30 $40 $50 CY06 CY07 83% 77% (EBITDA less Capex)/EBITDA |
 © 2008 Macrovision Corporation | Company Confidential 45 Recurring 87% Other/Non- Recurring 13% Recurring 64% Other/Non- Recurring 36% Macrovision Solutions Recurring Revenue Model Macrovision Solutions Recurring Revenue Model 2007 PF Revenue 2007 PF Segment Operating Profit1 Recurring revenue consists primarily of: Contracted revenue - governed by long term (6-10 year) contracts Guidance intellectual property and product licensing Standards-based revenue – incorporated into industry standards such as DVD Content protection technologies (ACP, BD+) Other/Non-Recurring revenue consists primarily of: Advertising revenue Revenue: $607 million Segment Operating Profit¹: $276 million 1 Segment Operating Profit does not include allocations of Corporate/Unallocated Costs or add-backs of one-time deal related expenses and estimated synergies |
 © 2008 Macrovision Corporation | Company Confidential 46 EBITDA and Adjusted EBITDA reconciliation EBITDA and Adjusted EBITDA reconciliation Reconciliation from Income (loss) from continuing operations to EBITDA ($ thousands) (a) Macrovision Solutions Corporation 2006 EBITDA on a pro forma basis includes $15.2 million of equity-based compensation expense Pro forma Macrovision Solutions Corporation Year ended December 31, 2007 EBITDA $143,515 Restructuring and impairment charges 9,546 Equity-based compensation 13,618 Non-recurring accrued expense reversal (10,700) Deal related expenses 7,400 Estimated synergies Compensation expense 30,627 Duplicate legal costs 5,525 Duplicate public company and insurance costs 3,843 Facilities closures 1,910 IT infrastructure reduction 1,446 Other 2,649 Adjusted EBITDA $209,379 Reconciliation from EBITDA to Adjusted EBITDA ($ thousands) Macrovision Corporation Macrovision Solutions Corporation Historical Pro forma Year ended December 31, 2005 2006 2007 2006 (a) 2007 Income (loss) from continuing operations, net of taxes $15,592 $28,773 $44,132 ($47,856) ($22,849) Income tax expense (benefit) 17,723 9,337 14,637 (18,289) (36,653) Interest (income) expense and other, net (5,465) (9,192) (15,597) 65,918 69,830 Depreciation and amortization 5,375 7,481 7,492 20,335 26,185 Amortization of intangibles from acquisitions 1,435 2,658 5,363 108,594 107,002 EBITDA $34,660 $39,057 $56,027 $128,702 $143,515 |
 © 2008 Macrovision Corporation | Company Confidential 47 Facilities Overview Facilities Overview JPMorgan JPMorgan |
 © 2008 Macrovision Corporation | Company Confidential 48 Pro Forma Organizational Structure Pro Forma Organizational Structure Macrovision Solutions Corporation New $500 million Senior Secured Credit Facility New $150 million Senior Unsecured Notes $240 million Convertible Notes (Not Guaranteed) Gemstar U.S. Subsidiaries¹ Gemstar Foreign Subsidiaries (Non-Guarantors) Macrovision U.S. Subsidiaries¹ 1 Only the existing and future U.S. subsidiaries of the Company that guarantee our senior secured credit facility will guarantee the notes offered hereby. These subsidiary guarantors will not guarantee the existing convertible notes Macrovision Foreign Subsidiaries (Non-Guarantors) Former Gemstar Stockholders Former Macrovision Stockholders Guarantor subsidiaries account for approximately 69% of EBITDA and 90% of assets |
  © 2008 Macrovision Corporation | Company Confidential 49 Borrower: Macrovision Solutions Corporation Type: Term Loan B Amount: $500 million Tenor: 5 years, or 6 months prior to the final maturity of the existing converts if total leverage is greater than 2.5x and if more than $50mm of the existing converts are outstanding Incremental Facility: $75 million (subject to pro forma compliance with a leverage test 0.5x inside the max leverage ratio covenant and MFN) Amortization: 1% per annum, bullet at maturity Security: First priority lien on all tangible and intangible assets, including IP, IP license agreements, contracts and real-estate, and stock of the Borrower, its direct and indirect domestic subsidiaries and 66% of the stock of first tier foreign subsidiaries Guarantors: Upstream guarantees from the Company’s domestic and foreign IP subsidiaries Call Protection: 101 (soft-call) for 1-year Mandatory Prepayments: Usual and customary including: 75% excess cash flow when leverage >= 3.5x; 50% when 3.5x > leverage >= 2.75x; 25% when 2.75x > leverage >= 2.0x and 0% when leverage < 2.0x 100% asset sale proceeds or other dispositions 100% debt issuance Maximum Total Leverage Ratio Fixed Charge Coverage Ratio 7/1/08 – 9/30/08 4.50x 7/1/08 – 3/31/10 1.3x 10/1/08 – 3/31/09 4.25x 4/1/10 – 9/30/10 1.4x 4/1/09 – 6/30/09 3.75x 10/1/10 and thereafter 1.5x 7/1/09 – 9/30/09 3.50x 10/1/09 – 12/31/09 3.25x 1/1/10 – 3/31/10 2.75x 4/1/10 – 6/30/10 2.50x Financial Covenants: 7/1/10 and thereafter 2.25x Negative Covenants: Usual and customary for transactions of this type Term Loan Facility Term Loan Facility Summary |
 © 2008 Macrovision Corporation | Company Confidential 50 April 9 th : Lenders’ meeting April 23 rd : Commitments due April 29 th : Shareholder meeting May 2 nd : Close and fund Summary Transaction Timetable Summary Transaction Timetable |
 © 2008 Macrovision Corporation | Company Confidential 51 Q&A Q&A |