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Macrovision Selling TV Guide Network

12/18/2008 12:19:00 PM Eastern

Santa Clara, Calif. — Macrovision Solutions said Thursday it has agreed to sell its TV Guide Network property including its TV Guide Online service to Allen Shapiro and One Equity Partners for approximately $255 million.

The terms of the deal are subject to a working capital adjustment at closing, plus up to an additional $45 million payable through earn-out provisions through 2012, the company said. The transaction is expected to close by April 1, 2009.

Macrovision said the deal will allow it to “utilize the strategic capabilities of TV Guide Online while remaining focused on Macrovision’s core competencies in technology.”

The company said it will retain the key strategic online elements currently utilized through the site, including its B to B grid syndications business, which “licenses the online guide to other portals, and functionality that enhances its embedded guidance product offering, such as integration from embedded guides with online or mobile guides that allow for remote record.”

Macrovision said the TV Guide Network is the 19th most distributed network and available in 83 million homes. TV Guide.com is one of the fastest-growing online entertainment destinations with more than 15 million monthly unique visitors.

“Today’s announcement further demonstrates our ability to execute against our business plan,” stated Fred Amoroso, Macrovision president, in announcing the deal. “We remain committed to delivering leading interactive program guide technology, data solutions and video search capability as key ingredients to the future of the digital home. This divestiture will further streamline our business operations and once again demonstrates our ability to execute on Macrovision’s vision of providing consumers with a uniquely simple home entertainment experience.

“Furthermore, we continue to make progress towards our goal of divesting TVG Network, our horse racing wagering channel, which we expect to sign in early 2009.”

“These assets and brands are extremely difficult to replicate and create significant opportunities for sustained growth,” stated Allen Shapiro. “We are very enthusiastic about working with One Equity Partners to execute on our vision.”

Allen Shapiro was most recently Mosaic Media Group president and CEO of Dick Clark Productions. One Equity Partners manages $8 billion of investments and commitments for J.P. Morgan Chase in direct private equity transactions. Over recent years, One Equity Partners has invested approximately $3.5 billion to acquire more than 30 companies in a variety of industries including defense, chemicals, healthcare, technology and manufacturing.