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). Representatives of the Company will also be presenting these materials to RiskMetrics Group representatives on April 8, 2008.
 © 2008 Macrovision Corporation | Company Confidential 1 Presentation to RiskMetrics Presentation to RiskMetrics April 8, 2008 April 8, 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 Solutions’, 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 Solutions, 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 Agenda Agenda Executive Summary – Fred Amoroso Industry and Pro Forma Company Overview – Fred Amoroso Integration and Synergies – Fred Amoroso Divestiture Update – Fred Amoroso Financials and Capitalization – James Budge Governance Overview – Fred Amoroso and John Ryan |
 © 2008 Macrovision Corporation | Company Confidential 5 Executive Summary Executive Summary |
 © 2008 Macrovision Corporation | Company Confidential 6 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 83mm homes, TVG in 46mm homes; Major Advertisers: Phillip Morris, 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 7 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 8 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 9 Industry & Pro Forma Industry & Pro Forma Company Overview Company Overview |
 © 2008 Macrovision Corporation | Company Confidential 10 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 11 249 301 347 386 421 450 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 12 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 13 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 14 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 15 BD+ RipGuard ACP RightAccess RightCommerce Data Services iGuide Passport AMG Data Services Consumer Sites (tvguide.com, allmusic.com, allgame.com, allvideo.com) TV Guide Network TV Guide SPOT/Broadband Online Networks MyTVGuide Services Data Services BD+ Connected Platform (Formerly Mediabolic) Tapestry Lasso AMG Data Services ACP V10 G-Guide Guide+ VCR+ MyTVGuide Services Data Services Complementary Technologies Complementary Technologies Content Producers Distribution Channels CE Manufacturers Macrovision Solutions has products and services that reach across the digital media value chain |
 © 2008 Macrovision Corporation | Company Confidential 16 Distribution Channels - System Operators Content Producers Distribution Channels - Service Providers Discover Acquire Manage Enjoy Rich consumer experience: CE Manufacturers - STB / PC / Mobile Combination Value Propositions Combination Value Propositions Content protection solutions B2C distribution capabilities Increase revenue generating services offered to customers Drive STB usage, increasing ad revenue Offer customers a richer media experience; reduce churn Access to new installed base by integrating with our CE solution Offer their customers a richer end user experience Increase revenue per device Create ongoing revenue relationship with their customers Reduce time to market with competitive services Compete with closed competitors, without having to recreate the ecosystem Offer their customers a richer media experience Macrovision Solutions addresses key needs along the digital media value chain |
 © 2008 Macrovision Corporation | Company Confidential 17 Creating Digital Media Push/Pull Effect Creating Digital Media Push/Pull Effect Consumers influence content, which influences distribution channels and devices • All constituents affect each other Macrovision/Gemstar-TV Guide touches the key constituents in the value chain • Technologies reside on the content and in the network and devices • By positively influencing the way consumers interact with media, we can increase stickiness Content Producers Distribution Channels CE Manufacturers |
 © 2008 Macrovision Corporation | Company Confidential 18 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 Segment 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 ($6) Kraft, Mastercard Starbucks, Walgreens Advertising and referral fees Unique users CPM Flagship property: tvguide.com |
 © 2008 Macrovision Corporation | Company Confidential 19 Technology Solutions Business Overview Technology Solutions Business Overview Provides solutions for consumer electronics manufacturers, system operators, web properties, content producers and end consumers Solutions are backed by an IP portfolio comprised of over 2,000 patents Customers: Nearly all major studios, CE Device Manufacturers, online retailer and content providers and US cable, satellite and telecommunications operators Employees: 986 at December 31, 2007 Acquisitions: eMeta (2006), Aptiv (2007) BD+ (2007), All Media Guide (2007), Mediabolic (2007) Approximately 92% of Technology Solutions revenue is recurring Business Lines Customer Overview Pro Forma Business Overview Pro Forma Financial Summary ($ 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 20 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 21 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 22 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 23 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 Contribution to 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 24 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 25 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 26 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 27 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 28 Integration and Integration and Synergies Synergies |
 © 2008 Macrovision Corporation | Company Confidential 29 Integration Issues and Plans for Combined Company Integration Issues and Plans for Combined Company – – 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 30 Integration Planning Integration Planning Between signing and closing of deal • Complete 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 closing 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 31 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 32 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 33 Divestiture Update Divestiture Update |
 © 2008 Macrovision Corporation | Company Confidential 34 Divest Non-Core Assets Divest Non-Core Assets Businesses sold on April 1, 2008 Net proceeds • MVSN Software Business $168 million • MVSN Games Business $4 million • TOTAL $172 million Exploring strategic alternatives for: • GMST TV Guide Network • GMST TVG (Horse Racing) • Publishing Business |
 © 2008 Macrovision Corporation | Company Confidential 35 Financials and Financials and Capitalization Capitalization |
 © 2008 Macrovision Corporation | Company Confidential 36 Pro Forma Revenue ($ 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 |
 © 2008 Macrovision Corporation | Company Confidential 37 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 Profit 1 Pro Forma Revenue: $607 million Pro Forma Segment Operating Profit¹: $276 million 1 Segment Operating Profit does not include allocations of Corporate/Unallocated Costs or add-backs of one-time deal related expenses and estimated synergies |
 © 2008 Macrovision Corporation | Company Confidential 38 Source & Uses and Pro Forma Capitalization Source & Uses and Pro Forma Capitalization Sources and Uses of Funds ($ in millions) Pro Forma Capitalization ($ in millions) 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 39 Credit Rating Credit Rating Corporate rating: Ba3 B+ Senior secured: Ba1 BB- Senior unsecured: B1 B- Convertible notes: - - Ratings outlook: Stable Positive Ratings summary Moody’s S&P |
 © 2008 Macrovision Corporation | Company Confidential 40 Financial Policy Financial Policy Management expects to maintain over $200 million in cash and investments on the balance sheet Divestiture proceeds will be used to pay down debt Free cash flow will be predominately used to pay down debt Over the intermediate term, management expects to maintain leverage of < 3.0x on a debt / adjusted EBITDA basis Would consider strategic tuck-in acquisitions to acquire technology or accelerate time-to-market for customer solutions Maintain strong relationships with financial community, rating agencies and lenders |
 © 2008 Macrovision Corporation | Company Confidential 41 Governance Overview Governance Overview |
 © 2008 Macrovision Corporation | Company Confidential 42 UBS, Gemstar’s Investment Banker, contacted 84 potential buyers and negotiated confidentiality agreements with 34 interested parties. Arms length discussion between Gemstar and Macrovision Various aspects of deal thoroughly reviewed. Offer reflects the financial model for the combined company, current and prospective conditions in the credit markets and the ability to secure the debt financing. Macrovision board unanimously determined that the proposed merger agreement and the transactions contemplated are in the best interest of Macrovision and its stockholders. Process Process |
 © 2008 Macrovision Corporation | Company Confidential 43 Executive Management Team Executive Management Team Key management VP & General Counsel, Aspect Communications VP & General Counsel, Riverstone Networks VP & General Counsel, Palm Inc 20 2006 Stephen Yu EVP & General Counsel (Macrovision) EVP of Sales and Marketing, Akimbo Systems VP of Marketing and Sales, ReplayTV Director of Internet Authoring, Macromedia 20 2006 Steve Shannon Executive Vice President, Product Planning and Cross Platform Technologies (Gemstar-TV Guide) EVP of Marketing and Product Strategy, Infogix SVP of Enterprise System Management, The Meta Group Director of Product Integration, PLATINUM Technologies 15 2006 Corey Ferengul Executive Vice President, Marketing (Macrovision) EVP of Program Office, Thomson Corporation EVP of Global Sales and Marketing, Thomson Corporation 25 2006 Thomas Carson Executive Vice President, Market Segments (Gemstar-TV Guide) CFO, Trados, Inc. CFO, Sendmail, Inc. CFO, CrossWorlds Software Controller, Arbor Software Various positions at PricewaterhouseCoopers 20 2005 James Budge Chief Financial Officer (Macrovision) Advisor, Warburg Pincus President, CEO & Vice Chairman, Meta Group President & CEO, CrossWorlds Software Management positions at IBM Partner, PricewaterhouseCoopers 35 2005 Alfred J. Amoroso President & CEO (Macrovision) Experience Years of exp Year joined Name |
 © 2008 Macrovision Corporation | Company Confidential 44 Board of Directors Board of Directors Board Members none General partner, Institutional Venture Partners Former managing director, Alex Brown & Sons Ruthann Quindlen none Independent consultant Principal, Lake Street Holding, LLC VP and Chief Intellectual Property Counsel, Rockwell Automation (retired 2004) Former partner, Foley & Lardner James P. O’Shaughnessy none President of Operations and Sales, Sirius Satellite Radio President, Aegis Ventures Incorporated Former Special Advisor, Thomson Multimedia, Inc. Former Senior Executive VP, Thomson Multimedia, Inc. Former COO, Thomson Consumer Electronics James E. Meyer Foundry Networks, Inc. Monolithic Power Systems, Inc. Network Appliance, Inc. Partner, PricewaterhouseCoopers LLP (retired 2001) Alan L. Earhart Adept Technology, Inc. World Heart Corporation Unify Corporation U.S. Auto Parts Network, Inc. General partner, Treehouse Capital LLC Robert J. Majteles none Private Investor Former CEO, Bay Networks Former Founder, President, CEO, SynOptics Andrew K. Ludwick Foundry Networks, Inc. Former Advisor, Warburg Pincus Former President, CEO & Vice Chairman, Meta Group Former President & CEO, CrossWorlds Software Former management positions at IBM Former Partner, PricewaterhouseCoopers Alfred J. Amoroso President & CEO Other Current Public Company Board Membership Experience Name |
 © 2008 Macrovision Corporation | Company Confidential 45 Board Composition Board Composition Following the completion of the merger, the board of directors of Macrovision Solutions will be reconstituted to have seven members: •Four members selected by current Macrovision board •Three members selected by current Gemstar board Directors will serve one-year terms, with the initial term ending on the annual stockholder meeting in 2009 The Macrovision Solutions board will initially have three committees: •Audit •Compensation •Corporate Governance and Nominating Each of these committees will comply with the independence requirements of the NASDAQ Global Select Market |
 © 2008 Macrovision Corporation | Company Confidential 46 Details Date Summary Transaction Timetable Summary Transaction Timetable March 2008 April 2008 May 2008 S M T W T F S S M T W T F S S M T W T F S 1 1 2 3 4 5 1 2 3 2 3 4 5 6 7 8 6 7 8 9 10 11 12 4 5 6 7 8 9 10 9 10 11 12 13 14 15 13 14 15 16 17 18 19 11 12 13 14 15 16 17 16 17 18 19 20 21 22 20 21 22 23 24 25 26 18 19 20 21 22 23 24 23 24 25 26 27 28 29 27 28 29 30 25 26 27 28 29 30 31 30 31 Anticipated Close and Fund May 2nd Stockholder Meeting April 29th Proxy Mailing Date April 1st MVSN Record Date March 14th |
 © 2008 Macrovision Corporation | Company Confidential 47 Key Highlights Key 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 |