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Shareholders of Gemstar, Macrovision approve $2.8 billion deal; merger set to close Friday
By Lisa Kerner
Charlotte, N.C., April 29 - Shareholders of both Gemstar-TV Guide International, Inc. and Macrovision Corp. approved a merger of the two companies at separate meetings on Tuesday.
As previously reported, Macrovision agreed to acquire Gemstar in a cash and stock transaction valued at some $2.8 billion.
Gemstar stockholders will receive $6.35 in cash or 0.2548 of a share of common stock in a new holding company that will own both Gemstar and Macrovision, a prior news release said.
The merger is expected to be effective on Friday, according to a Gemstar news release.
Macrovision said it has, along with its successor entity, Macrovision Solutions Corp., arranged for the debt financing required to complete the transaction.
The financing includes a $550 million term loan and $100 million of senior unsecured notes, a Macrovision news release stated.
Net proceeds of the debt financing will be used to finance the Gemstar-TV Guide acquisition as well as related fees and expenses, Macrovision said.
The term loan will mature on May 1, 2013 and will bear interest at Libor plus 375 basis points with a Libor floor of 3.5%. The issue price of the term loan will be 97.5% of the principal amount.
According to Macrovision, the notes will mature on Nov. 15, 2013 and bear interest at 11%. They will be non-callable for 18 months from issuance and will be callable at par thereafter.
The issue price of the notes will be 100% of the principal amount, Macrovision stated.
Gemstar is a media and entertainment company located in Los Angeles.
Macrovision provides digital lifecycle management solutions, including anti-piracy and content protection solutions. The company is based in Santa Clara, Calif.
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