Filed pursuant to Rule 425

On and after Friday, December 7, 2007, Macrovision Corporation will use the following materials in connection with certain investor presentations:

2007 Macrovision Corporation | Company Confidential

Forward Looking Statement

Statements contained in this document regarding the consummation

and potential

timing and benefits of the pending acquisition are forward-looking statements within

the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E

of the Securities and Exchange Act of 1934, as amended, and the Private Securities

Litigation Reform Act of 1995, and are made under its safe-harbor provisions. Such

forward-looking statements include risks and uncertainties; consequently, actual

results may differ materially from those expressed or implied thereby. Factors that

could cause actual results to differ materially include, but are

not limited to: failure to

satisfy any of the conditions to complete the acquisition, inability to successfully

integrate the businesses and operations of Macrovision and Gemstar-TV Guide,

failure to achieve anticipated benefits and cost savings, failure to obtain financing to

complete the transaction, and the increased leverage of the combined business, as

well as the risk factors relating to each business as disclosed in Macrovision’s and

Gemstar-TV Guide’s respective filings with the Securities and Exchange

Commission. Readers are cautioned not to place undue reliance on

these forward-

looking statements, which reflect management’s analysis only as of the date hereof.

Except as required by law, Macrovision and Gemstar-TV Guide undertakes no

obligation to publicly release the results of any revision to these forward-looking

statements that may be made to reflect events or circumstances after the date hereof

or to reflect the occurrence of unanticipated events.

2007 Macrovision Corporation | Company Confidential

Additional Information

MACROVISION

AND

GEMSTAR-TV

GUIDE

STOCKHOLDERS

ARE

URGED

READ

THE

JOINT

PROXY

STATEMENT/PROSPECTUS

AND

REGISTRATION

STATEMENT

REGARDING

THE

PROPOSED

TRANSACTION

WHEN

BECOMES

AVAILABLE

BECAUSE

WILL

CONTAIN

IMPORTANT

INFORMATION

ABOUT

THE

PROPOSED

TRANSACTION.

Stockholders

may

obtain

free

copy

the

joint

proxy

statement/prospectus

and

registration

statement

(when

available),

well

other

documents

filed

Macrovision

and

Gemstar-TV

Guide

with

the

Securities

and

Exchange

Commission,

the

Securities

and

Exchange

Commission’s

Web

site

http://www.sec.gov.

Stockholders

may

also

obtain

free

copy

the

joint

proxy

statement/prospectus

and

registration

statement

and

the

filings

with

the

SEC

that

will

incorporated

reference

the

joint

proxy

statement/prospectus

directly

from

Macrovision

directing

request

Macrovision

Investor

Relations

408-969-5475

and

directly

from

Gemstar-TV

Guide

directing

request

Gemstar-TV

Guide

Investor

Relations

323-817-4600.

Each

company’s

directors

and

executive

officers

and

other

persons

may

deemed,

under

Securities

and

Exchange

Commission

rules,

participants

the

solicitation

proxies

connection

with

the

proposed

transaction.

Information

regarding

Macrovision’s

directors

and

officers

can

found

its

proxy

statement

filed

with

the

Securities

and

Exchange

Commission

March

20,

2007

and

information

regarding

Gemstar-TV

Guide’s

directors

and

officers

can

found

its

proxy

statement

filed

with

the

Securities

and

Exchange

Commission

April

10,

2007.

Additional

information

regarding

the

participants

the

proxy

solicitation

and

description

their

direct

and

indirect

interests

the

transaction,

security

holdings

otherwise,

will

contained

the

joint

proxy

statement/prospectus

and

other

relevant

materials

filed

with

the

Securities

and

Exchange

Commission

when

they

become

available.

2007 Macrovision Corporation | Company Confidential

Combined Company Focus

Digital

Media

Infrastructure

Leaders

Combine

•

Gemstar-TV

Guide

–

leader

video

guidance

and

entertainment

IPGs

operating

24M

North

American

households

13M

using

i-Guide

Passport,

11M

using

Guideworks

i-Guide

Over

million

IPGs

shipped

worldwide

to-date

Products

and

Services

reach

over

million

unique

consumers

per

week

•

Macrovision

–

leader

content

security,

management,

and

recognition

Technology

over

DVDs,

over

500M

devices,

over

500M

PC’s

Empowering

our

customers

enable

consumers

enjoy

digital

media

their

terms

•

Content

owners

seeking

securely

distribute

media

amid

shift

from

analog

digital

•

Distribution

channels

seeking

reduce

churn

converged

world

through

enhanced services

•

Device

manufacturers

seeking

independent

third

party

software

Overview

Discover,

acquire,

manage

and

enjoy

digital

content

across

platforms

and

channels

2007 Macrovision Corporation | Company Confidential

Key Combined Company Highlights

Poised for opportunities across evolving digital media value

chain

•

Leading IP licensing technology provider

Approximately 450 U.S. and 1,900 international patents at closing

Proprietary databases of music, movies, TV, and games metadata

Gemstar -

1M TV series episodes, 190K movies

Macrovision (AMG¹) -

11M songs, 1M albums, 500K cover images

•

Core technologies include protection, distribution, and enhancement

Industry standard technologies include BD+, ACP

Leadership position in IPG’s

DLNA standards-based connected platform

•

Customer footprint extends across the content value chain

Movie studios, system operators, Internet content distributors, device manufacturers

Compelling financial model

•

High growth, margins, & visibility with strong cash flows

Target model -

10-15% revenue CAGR, 40% EBITDA margin, $200M+ operating cash flow

CEO and CFO to remain Fred Amoroso and James Budge,

respectively

Subject to close of AMG transaction.

Overview

2007 Macrovision Corporation | Company Confidential

Transaction Summary and Timeline

Total

Consideration

–

approximately

$2.8

billion

$6.35/share

•

19%

premium

July

9th

unaffected

Gemstar

price

$5.34

•

27%

premium

Gemstar’s

last

day

closing

avg.

price

$5.01

prior

and

including

July 9th

Cash/Stock

Mix

56%

($1.6B)

Cash

44%

($1.2B)

stock

(tax-deferred

basis)

•

New

holding

company

will

established

containing

both

Macrovision

and

Gemstar

Each

MVSN

will

convert

into

one

Newco

Each

GMST

will

convert

based

cash/stock

election

either

–

$6.35/share

cash

0.2548

Newco

for

each

GMST

(fixed

exchange

ratio)

–

case

oversubscription,

funds

distributed

pro

rata

Newco

apply

continue

listed

NASDAQ

Global

Select

Market

Pro

Forma

ownership

following

Macrovision

stockholders

(53%)/Gemstar

(47%)

•

News

Corporation

(41%

holder

GMST),

has

agreed

vote

favor

transaction

Financing

Macrovision

raise

$800

million

new

debt

finance

the

acquisition

•

Committed

financing

provided

Morgan

and

Merrill

Lynch

$650M

Term

Loan

B/$150M

High

Yield

Timing

Expected

closing

early

second

quarter,

2008

•

Financing

marketing

process

and

stockholder

proxy

solicitation

Q1,

2008

Overview

2007 Macrovision Corporation | Company Confidential

2010

2020

2000

Market Transformation

Physical

to Digital

Broadband

Digital

TV / HD

Convergence

•

89 million DTVs by 2011,

a 12.1% annual

compound increase

compound increase¹

•

Online movie

revenues will reach

$1.8B by 2011

$1.8B by 2011²

•

Americans viewed more

than 8.3 billion online

video streams

in May

in May³

U&S Industry Research & Estimates

Diffusion Group, Jan 2007

ComScore

The digital home is undergoing one of the the largest transformations

since the introduction of the TV

Vision

2007 Macrovision Corporation | Company Confidential

Growing Demand for Digital Products and Services

249

301

347

386

421

450

100

200

300

400

500

2006

2007

2008

2009

2010

2011

145

187

100

125

150

175

200

2006

2007

2008

2009

2010

2011

Source:

iSuppli, Q2, 2007

Global Mobile Video Subscribers

Source:

Yankee Group Research, July 2007

Global Broadband Subscribers

87.6

96.7

104.1

112.2

119.6

100

120

140

2007

2008

2009

2010

2011

178

219

266

314

362

407

100

200

300

400

500

2006

2007

2008

2009

2010

2011

Global Digital TV Subscribers

Source:

Yankee Group Research, July 2007

Global CE Shipments¹

Includes TVs (excluding CRT) and digital recorders

Source:

Gemstar-TV Guide industry reports

Vision

2007 Macrovision Corporation | Company Confidential

Transformation Affecting Our Customers

Content owners

•

Increasing demand for security and protection

•

Seeking digital distribution solutions

Distribution Channels

•

Need to reduce churn through enhanced consumer experience

Converged services driving heightened competition

•

Guidance is mission critical to the distributor’s end user

Device Manufacturers

•

Need 3

party software/services to improve experience, reduce time-to-

market

Global competition from low cost OEM/ODM commoditizing market

End-to-end providers, e.g., Apple, taking share from incumbents

•

Desire an ongoing revenue relationship with customer and differentiation

Consumers

•

Many silos of content users want to consume throughout their personal

network

Broadcast TV, PVR, music, photos, video downloads, etc.

•

Demand for open systems

Market Dynamics

An Open, Secure, Connected, Digital Media Platform is Required

2007 Macrovision Corporation | Company Confidential

Complementary Technologies

BD+

RipGuard

ACP

RightAccess

RightCommerce

IPG

My TV Guide Services

TV Guide Magazine

Data Services

AMG Data

Services¹

SafeDisc

ActiveMark

ActiveSTORE

Consumer Sites

TV Guide

Entertainment

Network

TV Guide

SPOT/Broadband

Online Networks

MyTVGuide

Services

Data Services

BD+

Connected Platform

(Formerly Mediabolic)

Tapestry¹

Lasso¹

AMG Data Services¹

ACP

iGuide

G-Guide

Guide+

Passport

VCR+

Data Services

Content Producers

Distribution

Channels

Consumer Devices

Subject to close of AMG transaction

Strategic Rationale

2007 Macrovision Corporation | Company Confidential

Synergistic Value Propositions

Distribution Channels:

System Operators

Content Publishers

•

Increase revenue

generating services

offered to customers

•

Drive STB usage,

increasing ad revenue

•

Offer customers a

richer media experience;

reduce churn

•

Content

protection

solutions

•

B2C distribution

capabilities

Distribution Channels:

Service Providers

•

Access to new installed

base by integrating with

our CE solution

•

Offer their customers a

richer end user

experience

Discover

Acquire

Manage

Enjoy

Rich

consumer

experience:

Strategic Rationale

CE Manufacturers

(STB /PC / Mobile …)

•

Increase value per

device

•

Create ongoing revenue

relationship with their

customers

•

Reduce time to market

with competitive services

•

Compete with closed

competitors, without

having to recreate the

ecosystem

•

Offer their customers a

richer media experience

2007 Macrovision Corporation | Company Confidential

Creating Digital Media Push/Pull Effect

Subject to close of AMG transaction

Strategic Rationale

Content Producers

Distribution Channels

Consumer Devices

Consumers

influence

content,

which

influences

distribution

channels

and

devices

•

All

constituents

affect

each

other

Macrovision/Gemstar-TV

Guide

touches

the

key

constituents

the

value

chain

•

Technologies

reside

the

content

and

the

network

and

devices

•

positively

influencing

the

way

consumers

interact

with

media,

can

increase

stickiness

2007 Macrovision Corporation | Company Confidential

Market Opportunity

Device

Manufacturers

Revenue Model

Opportunity

•

Software/service/IP

License

•

Per unit royalties

•

Annual TAM per device -

$1-$2B (500

Million units)*

•

License/Services Annual TAM -

$1B+*

•

Annual Digital Video TAM -

$1B-$2B**

•

Annual Other Services TAM -

$20B+*

Distribution Channels:

System

Operators

Revenue Model

Opportunity

•

Revenue share

•

Software/IP licensing

•

Internet Ad Annual TAM -

$78B (2011)**

•

TV Ads Annual TAM -

$143B (2011)**

•

IP Licensing -

$500M+***

Distribution Channels:

Service

Providers

Revenue Model

Opportunity

•

Revenue share

•

Service placement

•

Ad supported content

•

Meta data -

$100-$300M *

•

IP Licensing -

$500M+***

*Macrovision management calculations

** PWC 2007 Global Entertainment Media Outlook

*** GMST mgmt estimates

Strategic Rationale

2007 Macrovision Corporation | Company Confidential

Attractive Growth Opportunities

Connected Cross Platform

Connected Services

International

MyTVGuide

Services

•

Advertising,

recommendations,

personalization,

measurement, etc.

Growing advertising

opportunity

Device registration

Partners

Growing EMEA patent

portfolio

Growth in new devices and

digital adoption

internationally

Integrated and connected

cross platform solutions for

guidance and media

interaction

Television

STB/DVR

Mobile

Data Services

Expand emerging TV Data

licensing business

Integrate data across

multiple media types

2007 Macrovision Corporation | Company Confidential

Key Pro Forma Financial Metrics

2007 Macrovision Corporation | Company Confidential

Target annual revenue growth rate: 10-15%

Target Non-GAAP

EBITDA margin: 40%

Strong operating cash flow generation ($200M+)

•

Debt repayment forecasted in 3-4 years

Predictable revenue streams

•

Predominantly royalty-based, recurring revenue streams

Driven by growth in shipments of media & devices

Significant leverage in operating model

•

Low variable costs

Diversified market, customer and technology footprint

•

Major customers include venerable companies

Service providers, device manufacturers, movie studios

•

Low customer concentration

Upside potential through strategic alternatives

Non GAAP primarily excludes non cash charges for intangible amortization and stock based compensation

Financials

2007 Macrovision Corporation | Company Confidential

FY ’07 YTD as of September 30, 2007

FY ‘07 estimates provided during November 6, 2007 conference call

Non GAAP primarily excludes non cash charges for intangible amortization and stock based compensation

Macrovision

provides

non-GAAP

financial

information

assist

investors

assessing

its

current

and

future

operations

the

way

that

Macrovision’s

management

evaluates

those

operations.

Non-GAAP

Gross

Margin

and

Non-GAAP

Operating

Margin

are

supplemental

measures

Macrovision’s

performance

that

are

not

required

by,

and

are

not

presented

accordance

with,

GAAP.

The

non-GAAP

information

does

not

substitute

for

any

performance

measure

derived

accordance

with

GAAP.

Macrovision

believes

that

this

non-GAAP

information

provides

useful

information

investors

excluding

the

effect

amortization

intangibles

from

acquisitions,

restructuring

and

other

costs,

and

equity-based

compensation

charges

that

are

required

recorded

under

GAAP,

but

that

Macrovision

believes

are

not

indicative

Macrovision’s

core

operating

results

that

are

expected

incurred

over

limited

period

time.

accordance

with

Regulation

presentation

the

most

directly

comparable

GAAP

measures

contained

the

slide.

Further

discussion

the

use

non-GAAP

financial

measures

presented

Macrovision’s

press

release

furnished

Form

8-K

filed

November

2007.

Standalone Macrovision Non-GAAP Financials

FY '05

FY '06

FY '07 YTD

Revenues

$203M

$248M

$199M

Non GAAP

Operating Margin

28%

Non GAAP

EPS

$0.87

$1.17

Non GAAP

Gross Margin

89%

84%

Operating Cash per Share

$1.07

$1.71

84%

27%

$0.94

$1.06

$283M

83-85%

27-29%

$1.41-$1.46

Not provided

FY '07 Estimates

Financials

2007 Macrovision Corporation | Company Confidential

Macrovision GAAP to Non-GAAP Reconciliation

Financials

Macrovision

provides

non-GAAP

financial

information

assist

investors

assessing

its

current

and

future

operations

the

way

that

Macrovision’s

management

evaluates

those

operations.

Non-GAAP

Gross

Margin

and

Non-GAAP

Operating

Margin

are

supplemental

measures

Macrovision’s

performance

that

are

not

required

by,

and

are

not

presented

accordance

with,

GAAP.

The

non-GAAP

information

does

not

substitute

for

any

performance

measure

derived

accordance

with

GAAP.

Macrovision

believes

that

this

non-GAAP

information

provides

useful

information

investors

excluding

the

effect

amortization

intangibles

from

acquisitions,

restructuring

and

other

costs,

and

equity-based

compensation

charges

that

are

required

recorded

under

GAAP,

but

that

Macrovision

believes

are

not

indicative

Macrovision’s

core

operating

results

that

are

expected

incurred

over

limited

period

time.

accordance

with

Regulation

presentation

the

most

directly

comparable

GAAP

measures

contained

the

slide.

Further

discussion

the

use

non-GAAP

financial

measures

presented

Macrovision’s

press

release

furnished

Form

8-K

filed

November

2007.

In-process

Restructuring

Income Tax Effect

GAAP

Amortization

Equity-based

research and

and Impairment

of Non-GAAP

Non-GAAP

Gross Margin

of Intangibles

Compensation

development

Charges

Adjustment

Gross Margin

FY '05

83%

89%

FY '06

78%

84%

FY '07 YTD

78%

84%

In-process

Restructuring

Income Tax Effect

GAAP

Amortization

Equity-based

research and

and Impairment

of Non-GAAP

Non-GAAP

Operating Margin

of Intangibles

Compensation

development

Charges

Adjustment

Operating Income

FY '05

21%

28%

FY '06

14%

28%

FY '07 YTD

27%

In-process

Restructuring

Income Tax Effect

GAAP

Amortization

Equity-based

research and

and Impairment

of Non-GAAP

Non-GAAP

EPS

of Intangibles

Compensation

development

Charges

Adjustment

EPS

FY '05

0.43

0.23

0.01

0.16

0.03

0.87

FY '06

0.63

0.26

0.42

(0.14)

1.17

FY '07 YTD

0.41

0.21

0.24

(0.13)

0.94

2007 Macrovision Corporation | Company Confidential

Standalone Gemstar-TV Guide Segment Financial

Information

Revenues ($, millions)

$571

$472

Guidance

$223

$215

Media

$197

$148

Publishing

$151

$109

Adjusted EBITDA ($, millions)

$102

$104

% margin

18%

22%

Guidance

$136

$144

% margin

61%

67%

Media

$43

$23

% margin

22%

16%

Publishing

($42)

($9)

% margin

Cross platform

($35)

($54)

FY '07 YTD

(1) FY ’07 YTD as of September 30, 2007. (2) Adjusted EBITDA is defined as operating income (loss), excluding stock compensation, depreciation and amortization and impairment of intangible

assets. Intersegment revenues and expenses have been eliminated from segment financial information as transactions between reportable segments are excluded from the measure of segment

profit and loss reviewed by the chief operating decision maker. The Company believes adjusted EBITDA to be relevant and useful information as adjusted EBITDA is the primary measure used by

our chief operating decision maker to evaluate the performance of and make decisions about resource allocation to the segments. Segment information is presented and reconciled to

consolidated income from continuing operations before income taxes in accordance with SFAS No. 131 on slide 24.

Financials

'06

2007 Macrovision Corporation | Company Confidential

Gemstar-TV Guide Adjusted EBITDA to Net Income Reconciliation

Financials

(1) This information should be read in the context of the Company’s financial statements contained in the Form 10Q for the fiscal quarter ended September 30, 2007 and Form 10K for the fiscal

year ended December 31, 2006. (2) FY ’07 YTD as of September 30, 2007. (3) Adjusted EBITDA is defined as operating income (loss), excluding stock compensation, depreciation and

amortization and impairment of intangible assets. The Company believes adjusted EBITDA to be relevant and useful information as adjusted EBITDA is the primary measure used by our chief

operating

decision

maker

evaluate

the

performance

and

make

decisions

about

resource

allocation

the

segments.

'06

FY '07 YTD

178

Net Income

Income from discontinued operations, net of tax

174

Income from continuing operations

(22)

Income tax (expense) benefit

Income from continuing operations before income taxes

Other Income, net

Interest Income, net

Operating Income

(29)

(33)

Depreciation and Amortization

(3)

(2)

Stock Compensation

104

102

Adjusted EBITDA (3)

($, millions)

2007 Macrovision Corporation | Company Confidential

Creating Stockholder Value

One of the largest and most profitable digital media IP licensing & technology solution

providers

•

Leadership position in IP and metadata

•

Core skills in security, distribution, and enhancement

Unique opportunity for independent provider to become leading enabler of digital home

entertainment

•

Content owners seeking to maintain control over content, protect

investments,

increase ROI

•

Service providers must innovate to reduce churn amid convergence

•

CE vendors threatened by global competition; seeking third party

software solutions

Well positioned to capture opportunities across the evolving digital content value chain

•

Distribution of digital media requires many of our security technologies

•

Connected digital media devices require many of our enhancement technologies

Able to positively impact value chain at both ends of connection

Combined customer footprint extends across value chain

•

Device OEMs, cable/satellite/mobile operators, online portals and studios

Critical mass necessary to effect change across value chain

Transaction yields meaningful synergies and a compelling financial model

2007 Macrovision Corporation | Company Confidential

Summary

2007 Macrovision Corporation | Company Confidential

Macrovision Business Highlights

Headquarters

Founded

Segments

Selected Customers

Employees

Revenue

Revenue Breakdown

Santa Clara, California

1983

Entertainment, Embedded Solutions, Distribution & Commerce, Software

758 as of September 30, 2007

FY 2006

$248mm

Patents

(primarily protection)

21% Embedded Solutions

International: 950+ issued / 400+ pending

US: 130+ issued / 140+ pending

9 Months YTD 2007

$199mm

34% Embedded Solutions

8% Distribution & Commerce

47% Software

8% Distribution & Commerce

40% Software

24% Entertainment

18% Entertainment

Fiscal year ended December 31st

FY ’07 YTD as of September 30, 2007

MVSN Overview

2007 Macrovision Corporation | Company Confidential

Core Business Areas

Adobe, Agilent,

Autodesk, IBM,

Microsoft

Sony, Samsung,

Philips, Buffalo,

Dell, Cisco (SA)

Yahoo, AOL,

Electronic Arts,

Vivendi

Disney, Fox,

Paramount

Sample Customers

Key Statistics

Software

Embedded

Commerce

Entertainment

ActiveMARK

Connected

Platform

LASSO

Tapestry

BD+

9 billion

protected units

300 Million

Discs

Deployed on

500M+ PCs

700+ HW

Licenses

500+M enabled

devices

MVSN Overview

Products

BD+

AMG Data Services

Subject to close of AMG transaction.

2007 Macrovision Corporation | Company Confidential

Gemstar-TV Guide Business Highlights

2007 Macrovision Corporation | Company Confidential

Headquarters

Formed

Segments

Selected Customers

Employees

Revenue

Revenue Breakdown

Hollywood, California

2000

Guidance Technology, Media Networks, Publishing

1,600 as of September 30, 2007

FY 2006

$571mm

Fiscal year ended December 31st

FY ’07 YTD as of September 30, 2007

34% Media Networks

27% Publishing

39% Guidance Technology

Patents

(primarily Video Guidance)

International: 900+ issued / approximately 550 pending

US: 300+ issued / approximately 300 pending

31% Media Networks

23% Publishing

46% Guidance Technology

9 Months YTD 2007

$472mm

GMST Overview

2007 Macrovision Corporation | Company Confidential

Broad Reach

•

49.5M+ domestic &

13M+ Int’l

subscribers*

•

25 million CE IPGs

shipped worldwide*

TV Guide Mobile:

In Japan, 19M

registered users*

Online Networks:

5.4mm unique

users***

Offerings

•

Interactive

program guide

•

Data Solutions

•

tvguide.com

•TV Guide

Mobile

Key

Statistics

Guidance

Data Solutions

•TV metadata

•

TV Guide

Network

•

TV Guide

SPOT

Networks

Publishing

•

TV Guide

Magazine

•

Network: 83M

Cable and satellite

households*****

•

SPOT: 29M+

households

nationwide*

•

3.2M Weekly

circulation****

•

20M+ Estimated

weekly readership**

*****

Nielsen Q307

****

GMST Q307/10Q

***

Nielsen/NetRatings

Q307

MRI, 11/07

Gemstar statistics

•

Serving over 100M

consumer weekly

•

1mm+ TV series

episodes since 1954

•190K+ movies

since 1912

•12K+ channel

lineups

GMST Overview

2007 Macrovision Corporation | Company Confidential

GMST Overview

Key Target Customers

Cable and Satellite Operators

•

Solutions include guidance technology (IPG), IP, and data solutions,

advanced advertising

•

Current install based includes: 23mm US Cable HH with Gemstar

TVG IPGs & 50mm+ more HH with IPGs under patent license; long

term MVSP relationships

CE Manufacturers

•

Solutions include guidance technology (EPG), IP, data solutions

•

25mm CE IPGs worldwide

Consumers

•

B2B to Consumer

•

Reach consumer with data services, websites, advertising

On Friday, December 7, 2007, Macrovision Corporation used the following materials in connection with a presentation to its employees:

2007 MVSN Corporation | Company Confidential

Forward Looking Statement

This document contains "forward-looking" statements as that term is defined in the Private

Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the

proposed acquisition of Gemstar-TV Guide, the integration of its technologies into Macrovision’s

products and solutions offerings, Macrovision’s plans for such offerings and customer demand for

such offerings. A number of factors could cause Macrovision's actual results to differ from

anticipated results expressed in such forward-looking statements. Such factors include, among

others, satisfaction of closing conditions to the transaction, the Company’s ability to successfully

integrate the merged businesses and technologies, and customer demand for the technologies

and integrated offerings. Such factors are further addressed in Macrovision's and Gemstar-TV

Guide’s respective Annual Report on Form 10-K for the period ended December 31, 2006, their

respective latest Quarterly Report on Form 10-Q for the period ended September 30, 2007 and

other securities filings which are on file with the Securities and Exchange Commission (available

at www.sec.gov). Neither company assumes any obligation to update any forward-looking

statements except as required by law.

2007 MVSN Corporation | Company Confidential

Additional Information

MACROVISION

AND

GEMSTAR-TV

GUIDE

STOCKHOLDERS

ARE

URGED

READ

THE

JOINT

PROXY

STATEMENT/PROSPECTUS

AND

REGISTRATION

STATEMENT

REGARDING

THE

PROPOSED

TRANSACTION

WHEN

BECOMES

AVAILABLE

BECAUSE

WILL

CONTAIN

IMPORTANT

INFORMATION

ABOUT

THE

PROPOSED

TRANSACTION.

Stockholders

may

obtain

free

copy

the

joint

proxy

statement/prospectus

and

registration

statement

(when

available),

well

other

documents

filed

Macrovision

and

Gemstar

Guide

with

the

Securities

and

Exchange

Commission,

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

registration statement and the filings with the SEC that will be

incorporated by reference in the joint proxy

statement/prospectus 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 proxy statement

filed with the

Securities and Exchange Commission on March 20, 2007 and information regarding Gemstar-TV

Guide’s directors and officers can be found in its proxy statement filed with the Securities and Exchange

Commission on April 10, 2007. 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, will be

contained in the joint proxy statement/prospectus and other relevant materials to be filed with the Securities

and Exchange Commission when they become available.

2007 Macrovision Corporation | Company Confidential

Gemstar-TV Guide Business Highlights

2007 Macrovision Corporation | Company Confidential

Headquarters

Formed

Segments

Selected Customers

Employees

Revenue

Revenue Breakdown

Hollywood, California

2000

Guidance Technology, Media Networks, Publishing

1,600 as of September 30, 2007

FY 2006

$571mm

Fiscal year ended December 31st

FY ’07 YTD as of September 30, 2007

34% Media Networks

27% Publishing

39% Guidance Technology

Patents

(primarily Video Guidance)

International: 900+ issued / approximately 550 pending

US: 300+ issued / approximately 300 pending

31% Media Networks

23% Publishing

46% Guidance Technology

9 Months YTD 2007

$472mm

GMST Overview

2007 MVSN Corporation | Company Confidential

Segment and Solution Summary

•

25 million CE IPGs

shipped worldwide*

•

19M TV Guide

Mobile Users (Japan)

Offerings

•

Interactive

program guide(s)

•

TV Guide

Mobile

•Tvguide.com

Key

Statistics

Guidance

Data Solutions

•

Data Solutions

(Metadata)

•

TV Guide

Network

•

TV Guide

SPOT

•TVG Network

Networks

Publishing

•

TV Guide

Magazine

•83M Cable and

satellite HHs

•SPOT: 29M+

households

nationwide*

•

3.2M weekly

circulation

•

20M+ estimated

weekly readership

•1mm+ TV series

episodes since

1954;190K+ movies

since 1912; 12K+

channel lineups

GMST Overview

Major

Customers

•

System operators

•

CE manufacturers

•

System operators

•

Service providers

•

System operators

•

Consumers

•

Consumers

2007 MVSN Corporation | Company Confidential

Complementary Technologies

BD+

RipGuard

ACP

RightAccess

RightCommerce

IPG

My TV Guide Services

TV Guide Magazine

Data Services

AMG Data

Services¹

SafeDisc

ActiveMark

ActiveSTORE

Consumer Sites

TV Guide

Entertainment Network

TV Guide

SPOT/Broadband

Online Networks

MyTVGuide

Services

Data Services

BD+

Connected Platform

(Formerly Mediabolic)

Tapestry¹

Lasso¹

AMG Data Services¹

ACP

iGuide

G-Guide

Guide+

Passport

VCR+

Data Services

Content Producers

Distribution

Channels

Consumer Devices

Subject to close of AMG transaction

Strategic Rationale

2007 MVSN Corporation | Company Confidential

Potential Benefits

Device

Manufacturer

Goal

•

IPG & guidance

•

Discovery

•

Connected middleware

•

Content protection

•

Recognition and recommendation

•

Metadata

•

Revenue generating services

What We Offer

•

Provide entire solution set

featuring IP, products and

services for connected devices

across combined customer base

•

Increased Market Opportunity

•

Complementary Products

•

Enhanced Customer Footprint

Distribution

Channel: System

Operators

Goal

•

Advertising

•

IPG/EPG

•

Metadata

•

Revenue generating services

Potential Synergy

What We Offer

•

License IPG IP and products and

connected/AMG/MyTVGuide

solutions to combined customer

base

•

Increased Market Opportunity

Distribution

Channel: Service

Providers

Goal

•

Metadata

•

IPG & Guidance

•

Recognition & recommendation

•

Content partnerships

Potential Synergy

What We Offer

•

License IPG IP and products and

connected service bundles (such

as AMG and MyTVGuide) to

combined customer base

•

Increased Market Opportunity

•

Complementary Products

•

Enhanced Customer Footprint

Strategic Rationale

Potential Synergy

Content

Publishers

Goal

•

Content protection

Potential Synergy

What We Offer

•

License protection to content

providers to enable them to

explore digital distribution

•

Complementary Products

2007 MVSN Corporation | Company Confidential

Next Steps

Deal expected to close by the second quarter of 2008

•

Requires stockholder approvals and regulatory agency consents

•

Until closing, companies operate independently

Integration planning underway

•

Small group meetings or 1-on-1 with many staff over next few

weeks

New organizational structure will be determined near the closing

date

In the meantime:

•

Continue working on great products, strengthening customer

relationships, and driving the business forward

•

Your efforts during transition period will carry forward as we

integrate

Next Steps

On Friday, December 7, 2007, Macrovision Corporation provided the following materials to its employees:

A: Macrovision and Gemstar-TV Guide announced the two companies have signed a definitive agreement for Macrovision to acquire Gemstar-TV Guide in a cash and stock transaction. The aggregate value of the transaction to Gemstar-TV Guide stockholders, based on the closing price for the Macrovision stock on December 6, 2007, is approximately $2.8 billion. Together they will provide a broad set of customers (CE manufacturers, MSOs, DBS’s, content providers, portals, etc.) with the tools, services and technologies to allow consumers to discover, acquire, manage and enjoy content virtually anytime, anywhere and thus drive new revenue opportunities for their respective businesses.

The company, formerly known as Gemstar International Group Limited, was founded in 1992. It changed its name to Gemstar-TV Guide International, Inc. in 2000 and is based in Los Angeles. It is best known as the publisher of TV Guide Magazine.

A: The deal brings together two organizations with a shared vision for the future of the digital home and consumer experience; to enable content providers, device manufacturers and distribution channels with the platform, content and intellectual assets and services that will deliver to consumers an integrated and rich home digital media experience.

This acquisition will enable the combined company to offer solutions that have a transformative effect in the way consumers discover, acquire, manage and enjoy content. This transaction will help the combined company address the interoperability, content and integration challenges that have restricted the industry until today.

A. The acquisition enables the new organization to move faster in the goal to be a leading provider of tools, services, and content for the digital living room. Some specific areas of benefit include:

A: Macrovision will be conducting an in-depth analysis of the business between now and close. This process will help to determine the strategic direction for key businesses of both Macrovision and Gemstar-TV Guide after the deal is closed. As a result, a detailed integration plan will be created, and will be executed following the close of the deal. Many of you may be asked to participate in the integration planning process, as it will require efforts from both companies to make this a successful integration and successful company.

Q. Is the purchase of Gemstar-TV Guide solely motivated by Macrovision’s desire to access its patent portfolio, IP and licensing deals?

A: No, Macrovision’s motivation is to provide a broader set of solutions to content producers, distribution channels and device manufacturers to enable end users to discover, acquire, manage and enjoy their content virtually anytime, any place.

A: The transaction is subject to customary closing conditions including regulatory review and stockholder approval of both companies and is expected to be completed by early second quarter of 2008.

A. Macrovision has agreed to acquire all the outstanding shares of Gemstar-TV Guide for consideration having a value of approximately $2.8 billion.

The consideration for Gemstar-TV Guide shares will be comprised of 56 percent cash and 44 percent shares in the new holding company.

A: The HQ will remain in Northern California. However no other facility decisions have been made at this time.

Q: How will the Gemstar- TV Guide’s executive team be integrated into Macrovision Corporation?

A: Fred Amoroso will be Chief Executive Officer and President of the combined company and James Budge will serve as Chief Financial Officer. The new Board of Directors will be comprised of four members to be designated by Macrovision and three members to be designated by Gemstar-TV Guide. Upon close of the transaction, Gemstar-TV Guide CEO Rich Battista and CFO Bedi Singh will be leaving the organization. Macrovision will carefully evaluate the management structure of the new organization and will make additional announcements as information becomes available.

A. Macrovision’s vision is to become the strategic partner for content producers across all types of media (including video, games, and information) distribution channels (e.g., MSO’s, DBS’s, portals) and device manufacturers that are navigating the transition from primarily physical to digital distribution models, specifically the digital home.

Macrovision and Gemstar-TV Guide bring together a unique combination of assets that will enable a broad set of partners the ability to enhance the consumer experience by providing the tools to discover, acquire, manage and enjoy content virtually anytime, anywhere and thus drive new revenue opportunities for their businesses.

The goal is to build upon and advance the capabilities of both companies and approach the market with a solution orientation.

Q. How will the acquisition affect my current Macrovision job responsibilities?

A. For the vast majority of the employees their job responsibilities and day-to-day work will remain the same. There may be some organizations that will experience a greater degree of integration across teams after the close of the transaction.

A: Macrovision will work on integrating the two organizations’ workforces as best as possible. No decisions will be made until Macrovision evaluates the business needs of the combined entity, during the transition process.

Q. What are the practicalities and the processes over the next months prior to the final acquisition date, e.g., do we operate as normal or do we adjust operations?

A. It is important, and a legal requirement, that Macrovision and the Gemstar-TV Guide teams continue to operate as independent organizations up to the close date of the transaction. However, during this period a tremendous amount of planning will be conducted between the two management teams to prepare for the close date and integration.

Q: How and when will this news be communicated to our customers and partners?

A: A customer letter will be posted on the Macrovision website and distributed and provide to key account managers to contact customers to handle concerns and questions.

A. All information that has been published and shared with external audiences is public information. Any information marked confidential should not be shared externally. If you have any doubts/questions, please check with your manager.

Q. What if we receive calls from outside of the company, what should we say?

A: If you are contacted by any member of the media or analyst community, please do not provide any comment or answer any questions. Please direct all calls to Carolyn Newburn, cnewburn@macrovision.com.

A: The TV Guide brand is among the best known brands in the US, a strong publishing brand and a valuable franchise. Macrovision will be evaluating the future role of the brand, however, there are no plans at this time to eliminate or change the brand as associated with key entertainment properties.