RiskMetrics Recommends That Gemstar-TV Guide Stockholders Vote for the Proposed Merger with Macrovision
17 Abril 2008 - 2:21PM
Business Wire
Gemstar-TV Guide International, Inc. (NASDAQ:GMST), today announced
that RiskMetrics Group, Inc., has recommended that Gemstar-TV Guide
stockholders vote FOR approval of the proposed merger with
Macrovision Corporation at Gemstar-TV Guide�s April 29, 2008
special meeting of stockholders. Stockholders of record as of the
close of business on March 17, 2008 will be entitled to vote at the
meeting. RiskMetrics, through its ISS Governance Services, is a
leading independent U.S. proxy advisory firm and its voting
analyses and recommendations are relied upon by hundreds of major
institutional investment funds, mutual funds and fiduciaries
throughout the country. Rich Battista, CEO of Gemstar-TV Guide
commented, �We agree and are pleased with RiskMetrics�
recommendation that our stockholders vote to approve our proposed
merger with Macrovision.� Gemstar-TV Guide�s Board of Directors has
unanimously recommended that stockholders vote in favor of the
merger by completing and returning their proxy card. Gemstar-TV
Guide�s stockholders are reminded that their vote is important.
Stockholders may be able to vote their shares by telephone or by
the Internet, and are advised that if they have any questions or
need any assistance in voting their shares, they should contact
Gemstar-TV Guide�s proxy solicitor, Innisfree M&A Incorporated
toll free at (877) 750-9501. ADDITIONAL INFORMATION Macrovision
Solutions Corporation has filed a Registration Statement on Form
S-4 (Registration No. 333-148825) containing a definitive joint
proxy statement-prospectus regarding the proposed transaction and
other documents regarding the proposed transaction described in
this document 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. The definitive joint proxy statement-prospectus has
been sent to stockholders of each of Gemstar-TV Guide and
Macrovision seeking their approval of matters in connection with
the transaction. Investors and stockholders may obtain a free copy
of the joint proxy statement-prospectus and other documents filed
by Macrovision Solutions 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 Annual Report on 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 Annual Report on 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, is
contained in the definitive joint proxy statement-prospectus and
other relevant materials filed with the Securities and Exchange
Commission.
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