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TVGuide.com, channel unsold, resold for $45 million less

Pity poor Macrovision (NASDAQ: MVSN). First it unloads the print version of TV Guide for a measly $1 (and has to loan OpenGate Capital $9.5 million in cash to help cover the obligations assumed). Now, three weeks after agreeing to sell TVGuide.com and the TV Guide Channel to Alan Shapiro and One Equity Partners for $300 million, it turns around and dumps that deal in favor of a $255 million offer from Lions Gate (NYSE:LGF).

According to C21Media.net, the CEO of Macrovision defended the change as improving the speed and certainty of the deal closing. Apparently, the original deal contained a $45 million earn-out clause that could have reduced the final sale price. Lions Gate is also flush with cash, which never hurts.

In 2007, Macrovision acquired the properties as part of its $2.8 billion purchase of Gemstar-TV Guide. To make that deal, Microvision took on $800 million in new debt.

The move makes sense for Lions Gate, as both companies are busily expanding their stables of cable channels and internet-platform video entertainment production and distribution channels. In a gloomy market that has seen LGF stock lose over 42% of its value in the past six months, perhaps this move will serve to reinvigorate investors.

Lions Gate buys TV Guide properties: Why?

So, I just read that Lions Gate Entertainment (NYSE: LGF) purchased TVGuide.com and TV Guide Network from Macrovision Solutions Corp. (NASDAQ: MVSN) for over $250 million. Here's the press release. The question I have is: Why would Lions Gate want to do this?

I know I'm going to be called pretty ignorant by some for even thinking to disagree with this move, but nevertheless, I disagree with this move. The reason is simple (to me, at least). If I were a shareholder of the company, I think I'd rather have management focus on creating content as opposed to spending a lot of money to buy up a platform. Sure, these TV Guide properties have a high level of brand equity and are indeed widely distributed. But a quarter of a billion dollars is a lot of money, a sum that could have been allocated toward new movie franchises and content acquisitions.

Does Lions Gate really want the hassle of integrating the TV Guide portfolio into its business? Won't that distract the company from focusing on its desire to build a great library of movies and television shows so that it can become an attractive buyout candidate someday? I mean, let me get specific for a second. Take the Saw franchise. That's getting a little long in the tooth, isn't it? I look at that quarter-billion bucks and see a bunch of seed money for a ton of new concepts. If only a few made it to Saw-level, then I can only imagine that it would help shareholder value.

Continue reading Lions Gate buys TV Guide properties: Why?

For sale: Gemstar-TV Guide International

Gemstar-TV Guide International Inc (NASDAQ: GMST) is on the block. The company, whose holdings include the TV Guide magazine and cable channel, and which has patents on electronic television program guides, announced that its board of directors authorized the company to explore strategic alternatives, a move that could lead to the breakup of the company. Gemstar added that it has hired UBS as its financial advisor.

Rupert Murdoch's News Corporation (NYSE: NWS), which has a 41% stake in Gemstar, said yesterday that it supported the company's decision. Why wouldn't it? As the Wall Street Journal aptly put it, a sale of Gemstar could allow News Corp a way to sell its interest in the company. News Corp invested in Gemstar indirectly in 2002, having acquired it from a series of deals that began with its sale of TV Guide magazine to an affiliate of Tele-Communications Inc. TCI later merged with Gemstar. Of course, the deal has not been a pretty one, as Gemstar's management and accounting practices were later probed by the SEC. Former CEO Henry Yuen pleaded guilty to obstruction of justice in 2005, and was ordered to pay $22.3M for inflating revenue between 2000 and 2002. News Corp. may also be looking to get out of Gemstar because of Gemstar's desire to put more focus on its video patents, an area which News Corp is not "seeking to increase its presence."

The company has, however, done a pretty good job at reversing its luck. With new management, the company increased its revenue by about 9% in Q1 and increased its net income by nearly 30% last year. Earlier this year, the company acquired Aptiv Digital to move further into the interactive program-guide market, after seeing its print magazine floundering. Although GARP Research analyst George Sakellaris didn't name specific suitors, he believes that they are "plentiful." Aside from its patents and other revenue streams that include advertising on its interactive programming guides, the company has long-term contracts with major cable and satellite providers in the U.S. and elsewhere. Additionally, the company has seen improved earnings, a benefit of increasing demand for its electronic television guide, and has little debt. Its vast collection of assets could easily be picked up by another company, and sources in the market are speculating that a private-equity buyer, traditional media company or cable operator may be interested in its patents, TV Guide magazine or cable channels.

So far, so good. Gemstar shares shot up nearly 15% yesterday in after-hours trading.

Symbol Lookup
IndexesChangePrice
DJIA-6.1310,285.13
NASDAQ+3.922,170.82
S&P 500-0.801,097.71

Last updated: November 12, 2009: 10:29 AM

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