Loeb Partners not in favor of Macrovision, Gemstar-TV Guide merger

By Lisa Kerner

Charlotte, N.C., Jan. 10 - Macrovision Corp. shareholder Loeb Partners Corp. will not vote in favor of the company's merger with Gemstar-TV Guide International, Inc., it was announced on Thursday.

Loeb cited Macrovision's past failed "expensive initiatives," current low valuation and "vague synergies" as reasons for its decision.

However, the shareholder noted it reserves "the right to change our intentions with respect to the vote and buy or sell more stock in Macrovision" as it continues to study the proposed synergies of the merger.

Loeb Partners, its affiliates and accounts over which it has management discretion own about 2.1% of Macrovision, according to a letter sent by the investor to Macrovision president and chief executive officer Alfred J. Amoroso.

"We think shareholders deserve an unusually detailed and continuous presentation right up until the day of the vote," the letter stated. "We made this missive public because we hope that shareholders will push as hard as possible to understand exactly what has just happened to our company."

It was previously reported that Macrovision agreed to acquire Gemstar-TV Guide in a cash and stock transaction valued at about $2.8 billion.

The merger agreement calls for Gemstar stockholders to 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.

Macrovision stockholders will own one share in the new company for each share of Macrovision common stock held. In addition, Macrovision shareholders will own about 53% of the combined company.

News Corp., which owns about 41% of Gemstar's common stock, has agreed to vote in favor of the deal, according to a prior news release.

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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