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.

MOST NOTEWORTHY: Sunoco, Primedia, WPP Group, Publicis and Newfield Exploration were today's noteworthy downgrades:

• Sunco Inc (NYSE: SUN) was downgraded to Neutral from Buy at Banc of America, as the firm believes Sunoco's valuation discount is justified since its net margin/barrel is almost $2.50 below its closest peer due to inferior assets.
  
• Deutsche Bank downgraded shares of Primedia Inc (NYSE: PRM) to Hold from Buy on valuation.
  
• Citigroup downgraded shares of WPP Group (NASDAQ: WPPGY) to Hold from Buy and shares of Publicis Groupe (NYSE: PUB) to Sell from Hold to reflect their more cautious view of the advertising sector.
  
• Goldman sees better catalysts at other E&Ps and downgraded Newfield Exploration Company (NYSE: NFX) to Neutral from Buy.

OTHER DOWNGRADES:

• Jefferies downgraded Macrovision Corporation (NASDAQ: MVSN) to Hold from Buy.
  
• Merrill Lynch downgraded American Eagle Outfitters (NYSE: AEO) to Sell from Neutral.
  
• Citigroup downgraded Bachoco (NYSE: IBA) to Hold from Buy.
  
• Wimm-Bill-Dan Foods (NYSE: WBD) was downgraded to Sell from Buy at UBS.

The profits of many firms are increasingly dependent on the security of proprietary digital content. An outfit in Santa Clara, California is among the better known providers of digital life-cycle management solutions.

Macrovision Corporation (NASDAQ: MVSN) provides anti-piracy and content protection technologies, digital rights management products and embedded licensing technologies that enable firms to protect, enhance and distribute digital content. The company's copyright protection and video scrambling methods are used by commercial videocassette duplicators, music labels, software companies, set-top decoder manufacturers and the major motion picture studios. Clients include 3M Corporation (NYSE: MMM), Broadcom (NASDAQ: BRCM), Cisco Systems (NASDAQ: CSCO), Eastman Kodak (NYSE: EK), Electronic Arts (NASDAQ: ERTS), Motorola (NYSE: MOT) and Nokia (NYSE: NOK).

The firm pleased investors earlier in the month, when it announced Q1 EPS of 27 cents and revenues of $65.2 million. Analysts had been looking for 23 cents and $65.1 million. Management also guided Q2 EPS to 24-27 cents (26 cent consensus), Q2 revenues to $65-$68 million ($67.3M consensus), FY07 EPS to $1.25-$1.35 ($1.27 consensus) and FY07 revenues to $280-$290 million ($287.8M consensus). Jefferies subsequently upgraded the shares to "buy" and boosted its price target to $31. The MVSN price popped on the news and then moved into a bullish "pennant" consolidation pattern. Prices frequently exit pennants moving in the same direction they were traveling when they entered them. In this case, that would be to the upside.

Brokers recommend the issue with five "strong buys" and six "buys." Analysts see a 21% growth rate, through the next year. The MVSN Price to Book ratio (2.84), Price to Free Cash Flow ratio (18.18) and EPS Growth rate (127.72%) compare favorably with industry, sector and S&P 500 averages. Institutional investors hold about 95% of the outstanding shares. The stock is one of those used to calculate the S&P 400 MidCap Index. Over the past 52 weeks, it has traded between $18.84 and $29.20. A stop-loss of $23.60 looks good here.

Larry Schutts is a contributing editor for Theflyonthewall.com and the Vice-President of Stockwinners.com.