To the Stockholders of Macrovision Corporation and Gemstar-Tv Guide International, Inc. Merger Proposal—Your Vote Is Very Important
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TO THE STOCKHOLDERS OF MACROVISION CORPORATION AND GEMSTAR-TV GUIDE INTERNATIONAL, INC. MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Macrovision Corporation and Gemstar-TV Guide International, Inc. have entered into a merger agreement for Macrovision Corporation to acquire Gemstar-TV Guide International, Inc. in a cash and stock transaction. In the transaction, a new holding company named Macrovision Solutions Corporation will own both Gemstar-TV Guide International, Inc. and Macrovision Corporation. In the proposed mergers, Gemstar-TV Guide International, Inc. common stockholders will have the right to elect to receive either $6.35 in cash or 0.2548 of a share of Macrovision Solutions Corporation common stock for each share of Gemstar-TV Guide International, Inc. common stock that they own. The elections are subject to proration so that, in the aggregate, Gemstar-TV Guide International, Inc. security holders will receive cash consideration of $1,547,000,000. The cash consideration will be used to buy the exact number of Gemstar-TV Guide International, Inc. shares necessary to exhaust the aggregate cash consideration after payment to certain holders of options and restricted stock units and any holders who properly demand appraisal under Delaware law. Based on current shares outstanding, this would result in approximately 56% of Gemstar-TV Guide International, Inc. shares being converted into cash and 44% of Gemstar-TV Guide International, Inc. shares being exchanged for shares of Macrovision Solutions Corporation common stock. In addition, Macrovision Corporation stockholders will receive one share of Macrovision Solutions Corporation common stock for each share of Macrovision Corporation common stock that they own. Upon completion of the mergers, we estimate that Macrovision Solutions Corporation will issue approximately 102.4 million shares of Macrovision Solutions Corporation common stock and that former Gemstar-TV Guide International, Inc. stockholders will own approximately 47%, and former Macrovision Corporation stockholders will own approximately 53%, of the common stock of Macrovision Solutions Corporation. We will be registering all shares issued in the mergers, and have filed to register 102,439,627 shares for that purpose. We intend to apply to list the common stock of Macrovision Solutions Corporation on the Nasdaq Global Select Market under the symbol “MVSN”, which is currently the ticker symbol used by Macrovision Corporation. Initially, to avoid confusion, Nasdaq will assign a temporary symbol to be used by Macrovision Solutions Corporation. We will each hold a special meeting of stockholders at which, among other business to be considered by Macrovision Corporation and Gemstar-TV Guide International, Inc. stockholders, we will ask our respective common stockholders to adopt the merger agreement. Information about these meetings, the mergers and other business to be considered by Macrovision Corporation and Gemstar-TV Guide International, Inc. stockholders is contained in this joint proxy statement-prospectus. In particular, see “Risk Factors” beginning on page 15. We urge you to read this joint proxy statement-prospectus, and the documents incorporated by reference into this joint proxy statement- prospectus, carefully and in their entirety. Whether or not you plan to attend your special meeting, please vote as soon as possible to make sure that your shares are represented at that meeting. Each of the Macrovision Corporation and Gemstar-TV Guide International, Inc. boards of directors has determined that the transactions contemplated by the merger agreement are in the best interests of our respective stockholders and unanimously recommend that our stockholders vote FOR the issuance of shares in connection with the transactions contemplated by the merger agreement and the adoption of the merger agreement, respectively. Alfred J. Amoroso Richard Battista President and Chief Executive Officer, Chief Executive Officer, Macrovision Corporation Gemstar-TV Guide International, Inc. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the mergers or determined if this joint proxy statement- prospectus is accurate or complete. Any representation to the contrary is a criminal offense. This joint proxy statement-prospectus is dated March 31, 2008, and is first being mailed to stockholders of Macrovision Corporation and Gemstar-TV Guide International, Inc. on or about April 1, 2008. ADDITIONAL INFORMATION This joint proxy statement-prospectus incorporates important business and financial information about Macrovision Corporation and Gemstar-TV Guide International, Inc. from other documents that are not included in or delivered with this joint proxy statement-prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this joint proxy statement-prospectus through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing or by telephone at the appropriate address below: if you are a Macrovision Corporation stockholder: if you are a Gemstar-TV Guide International, Inc. stockholder: By Mail: Macrovision Corporation By Mail: Gemstar-TV Guide International Inc. 2830 De La Cruz Boulevard 6922 Hollywood Boulevard, 12th Floor Santa Clara, California 95050 Los Angeles, California 90028 Attention: Investor Relations Attention: Investor Relations By Telephone: (408) 969-5475 By Telephone: (323) 817-4600 IF YOU WOULD LIKE TO REQUEST ANY DOCUMENTS, PLEASE DO SO BY APRIL 21, 2008 IN ORDER TO RECEIVE THEM BEFORE THE MEETINGS. See “Where You Can Find More Information” beginning on page 137. VOTING ELECTRONICALLY OR BY TELEPHONE Stockholders of record of Macrovision Corporation common stock at the close of business on March 14, 2008, the record date for the Macrovision Corporation special meeting, may submit their proxies: • through the Internet by visiting a website established for that purpose at www.proxyvote.com and following the instructions; or; • by telephone by calling the toll-free number 800-690-6903 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions. Macrovision Corporation stockholders calling from another country may call 800-690-6903. Stockholders of record of Gemstar-TV Guide International, Inc. common stock at the close of business on March 17, 2008, the record date for the Gemstar-TV Guide International, Inc. special meeting, may submit their proxies: • through the Internet by visiting a website established for that purpose at www.voteproxy.com and following the instructions; or • by telephone by calling the toll-free number 1-800-PROXIES (1-800-776-9437) in the United States, Puerto Rico or Canada, or by calling 1-718-921-8500 if calling from a foreign country, on a touch-tone phone and following the recorded instructions. In order to vote via the telephone or the Internet, please have in front of you either your proxy card, or if you have consented to receive your materials electronically, your e-mail notification advising that materials are available on-line. A phone number and an Internet website address are contained on each of the documents. Upon entering either the phone number or the Internet website address, you will be instructed on how to proceed. If a Macrovision Corporation or Gemstar-TV Guide International, Inc. stockholder holds shares registered in the name of a broker, bank or other nominee, that broker, bank or other nominee will enclose or provide a voting instruction card for use in directing that broker, bank or other nominee how to vote those shares. [THIS PAGE INTENTIONALLY LEFT BLANK] MACROVISION CORPORATION Notice of Special Meeting of Stockholders to be Held April 29, 2008 To the Stockholders of Macrovision Corporation: A special meeting of the stockholders of Macrovision Corporation will be held at Macrovision Corporation, 2830 De La Cruz Boulevard, Santa Clara, CA 95050, on April 29, 2008 at 11:00 am, local time, for the following purposes: 1. To consider and vote on a proposal to issue shares of Macrovision Solutions Corporation in connection with the combination of Macrovision Corporation and Gemstar-TV Guide International, Inc. as contemplated by of the Agreement and Plan of Mergers, dated as of December 6, 2007, by and among Macrovision Corporation, Gemstar-TV Guide International, Inc., Macrovision Solutions Corporation, Galaxy Merger Sub, Inc. and Mars Merger Sub, Inc., pursuant to which, among other things, separate subsidiaries of Macrovision Solutions Corporation will be merged with and into each of Gemstar-TV Guide International, Inc. and Macrovision Corporation, with Gemstar-TV Guide International, Inc. and Macrovision Corporation being the surviving entities in such mergers and becoming wholly- owned subsidiaries of Macrovision Solutions Corporation. 2. To consider and vote upon a proposal to approve the adjournment of the special meeting to permit further solicitation of proxies if there are not sufficient votes at the special meeting to approve the first proposal described above. 3. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof. The approval of the issuance of shares of Macrovision Solutions Corporation in connection with the mergers requires the affirmative vote of a majority of the shares voting at