SANTA CLARA, Calif. and LOS ANGELES -- Macrovision Corporation (NASDAQ:MVSN - News) and Gemstar-TV Guide International, Inc. (NASDAQ:GMST - News) today announced the two companies have signed a definitive agreement for Macrovision to acquire Gemstar-TV Guide in a cash and stock transaction. The aggregate value of the transaction to Gemstar-TV Guide stockholders, based on the closing price for the Macrovision stock on December 6, 2007, is approximately $2.8 billion.

Under the terms of the agreement, each share of Gemstar-TV Guide will be converted into the right to receive, at the election of each individual stockholder, subject to proration as detailed in the agreement, $6.35 in cash or 0.2548 of a share of common stock, in a new holding company that will own both Gemstar-TV Guide and Macrovision. The per share value of the transaction to Gemstar-TV Guide stockholders, based on the closing price of MVSN stock on December 6, 2007, represents a 29 percent premium to the 10 day average closing price of Gemstar TV Guide’s common stock prior to its review of strategic alternatives announced on July 9, 2007. Macrovision stockholders will continue to own one share in the new company for each share of Macrovision common stock owned as of the closing. The aggregate cash consideration to Gemstar-TV Guide stockholders will not exceed approximately $1.55 billion. Upon completion of the transaction, the Macrovision stockholders will own approximately 53% of the combined company, and the former Gemstar-TV Guide stockholders will own approximately 47%. The transaction has been unanimously approved by the boards of directors of both companies and is currently expected to close by early second quarter 2008, subject to customary closing conditions.

Macrovision is a global leader in protection, enablement and distribution solutions that empower consumers to discover, acquire, manage and enjoy digital content. Gemstar-TV Guide is a global leader in video and entertainment guidance with products and services that deliver rich data and information to consumers over multiple media platforms. The combined company will be a leading enabler of the digital home entertainment experience and well-positioned to capture emerging opportunities across this exciting landscape.

Combining Macrovision’s and Gemstar-TV Guide’s solution portfolios will enable extensive libraries of commercial and personal protected content to be accessible on numerous devices through simple and intuitive guides. For example, consumers will be able to pull up a guide on their TV and receive personalized content and information regarding their favorite TV shows, read movie reviews before purchasing or renting a film, view personal photos, or tap into their music library.

Today that simple experience is prevented by interoperability barriers between devices and services. Macrovision’s and Gemstar-TV Guide’s strategic objectives have been to build and integrate open technology, content protection and distribution offerings that enable the delivery of digital media to consumers across multiple platforms and channels.

“Users today are demanding an open, easy to use and integrated set of capabilities that deliver on the promise of the digital home. This presents challenges to the content providers, distribution channels and device manufacturers as they struggle to quickly bring such offerings to market while preserving their unique value propositions,” commented Fred Amoroso, CEO and President of Macrovision Corporation. “We are now in a position to accelerate our vision by providing an enhanced combination of capabilities in support of the entire value chain, which is designed to deliver a differentiated solution for consumers.”

Macrovision Solutions Corp.

Gemstar-TV Guide International Inc. (Nasdaq: GMST)