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   Technology StocksGemstar Intl (GMST)


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To: pompsander who wrote (6504)5/9/2006 12:27:43 PM
From: sixty2nds
   of 6516
 
05:22 GMST Court orders former Gemstar chief executive to pay $22 mln - Reuters (3.56 )

Reuters reports A U.S. court on Monday ordered former Gemstar-TV Guide Intl (GMST) Chief Executive Officer Henry Yuen to pay $22 mln for his role in a scheme to defraud investors by inflating the co's licensing and advertising revenue, federal regulators said.

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From: John Hayman5/11/2006 6:48:22 PM
   of 6516
 
Wake up Gmsters.....is this correct? Did gmst go up 73% in AH?
John

Symbol: GMST
Last Trade: 5.83 4:02PM ET
After Hours Change: 2.46 (73.00%)
Today's Change: 2.32 (66.10%)
Bid: 3.00
Ask: 3.50

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To: John Hayman who wrote (6506)5/11/2006 7:43:39 PM
From: jfs
   of 6516
 
that would be nice, but not according to the Nasdaq site.
nasdaq.com

Thanks for the alert though.

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To: jfs who wrote (6507)5/11/2006 8:01:18 PM
From: John Hayman
   of 6516
 
It was yahoo's quotes, and they were wrong. Had me excited for awhile though!! Felt like 1999 again......vbg

John

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From: John Hayman12/7/2007 8:24:24 AM
   of 6516
 
I am turning out the lights here today....gmst gone!

Too bad.
John

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To: John Hayman who wrote (6509)12/7/2007 9:20:24 AM
From: Michael Gaudet
   of 6516
 
too bad--and too cheap

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To: Michael Gaudet who wrote (6510)12/7/2007 9:32:58 AM
From: John Hayman
   of 6516
 
Michael,

Well, it was history for a long time. I will miss it as a tax write off!! vgb

Anyway, I assume it is not trading this AM. I guess I'll take the cash offer. No hurry, we should have some more info before the deal is done.

Do you follow the buyer? I haven't keep up with this industry for years.

John

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To: John Hayman who wrote (6511)12/7/2007 4:44:16 PM
From: Michael Gaudet
   of 6516
 
No, I don't follow the buyer. In fact, from the market reaction, looks like noone follows either of them.

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To: John Hayman who wrote (6511)12/11/2007 12:27:50 PM
From: Guy
   of 6516
 
RE: I guess I'll take the cash offer.

I hope you realize that only like 53% of shareholders can take the cash. The rest must take Macrovision stock. And who do you think will get the cash.. The small share holders? Ya right

This deal screws the little guys. Vote no when you get your proxy. This is a very bad deal, except for News Corp.

Guy

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To: Guy who wrote (6513)12/11/2007 3:03:13 PM
From: John Hayman
   of 6516
 
blogs.barrons.com

Macrovision/Gemtar: Both Stocks Extend Slide; Can They Possibly Win Shareholder Approval?
Posted by Eric Savitz
Shares of both Macrovision (MVSN) and Gemstar-TV Guide (GMST) have extended their losses in the wake of their extremely poorly received announcement of plans to merger the two companies.

The Street simply hates this deal. Gemstar holders think they are being ripped off. Macrovision holders are in a panic about the lack of obvious financial synergies in the deal, and the increased level of risk. (The company is taking on $800 million in new debt to finance the deal, for instance.) Risk arbs seem concerned that the deal can’t be completed given the sharp post-announcement slide in the shares of both stocks.

There were a flurry of research notes on the deal this morning, and they were mostly downbeat on the two stocks. Here’s a roundup:

Kaufman Bros. analyst Todd Mitchell cut his rating on GMST to Hold from Buy; his price target goes to $6 from $8. “We think this deal is ill-conceived, and we recommend shareholders reject it as it is proposed.” On the other hand, he thinks holders have over-reacted, and that selling now “is a mistake.” He complains that the deal offer effectively no takeover premium to GMST holders, and he says that the structure of the cash/stock mix in the deal failed to protect GMST share from the deflation of MVSN’s stock price. He also wants to know is News Corp. (NWS), which has a 41% stake in GMST, is going to take cash or stock for its shares.
Goldman Sachs’ Sasa Zorovic today cut his price target on Macrovision to $27 from $30. He says the proposed deal “significantly increases the risk profile of the investment in Macrovision.” Zorovic adds that the deal appears to be 10%-15% dilutive to MVSN holders, and says “top-line synergies are likely to remain limited.”
Deutsche Bank’s Brian Thackray chopped his target on Macrovision today to $23 from $37. “We are not clear on why the company felt it needed to make this transaction now and expect it to be an overhang for a while if the deal goes through.” He adds that given the reaction of the stock, and conversations with holders, there is a risk the deal is rejected by MVSN holders. (The deal needs 51% approval by MVSN holders, and 67% from GMST holders.)
Natixis Bleichroeder’s Alan Gould today dropped coverage of Gemstar. “We assume the large logical strategic buyers - Google, Microsoft, Comcast, Cisco, etc. - all looked at the deal and decided to pass,” he wrote. “We surmise that the 41% shareholder, News Corp., agreed to vote in favor of the deal because it was the best/only deal offered.” Gould says the backing from News Corp. makes it likely GMST will win backing from its shareholders, but he says that “the bigger question” is whether MVSN will get holder support for the deal.
Maxim Group’s Mark Harding downgraded Macrovision today to Hold from Buy, citing concerns about both dilution and the $800 million in debt the company is taking on to do the deal.
Jefferies & Co.’s Ross MacMillan cut his target on MVSN to $23 from $28, and repeated his Hold rating. He thinks the deal would be 30%-plus dilutive to MVSN’s earnings.
Morgan Joseph’s David Kestenbaum actually upgraded GMST today to Buy from Hold. He notes the wide arb spread on the deal, and contends the stock is worth $5.95 a share on a sum-of-the-parts basis. He contends that if the deal closes, MVSN is likely to sell off both TV Guide magazine and the TV Guide Channel.
This morning, Macrovision shares are down 97 cents, or 4.75%, to $19.47, while Gemstar shares are down 30 cents, or 6%, to $4.69. Since the deal was announced, Macrovision shares are down 25%, and Gemstar shares are off 22%.

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Shareholders are foolish and just plain stupid for selling their GMST shares. You are being bought out at $6.35. Rate cut tomorrow. Healthier debt markets again. Take the cash you bumbling idiots!!!

Comment by John Smither - December 10, 2007 at 7:37 pm
Todd Mitchell of Kaufman Bros. is correct in analyzing the crux of this deal. Based on the 8-K filings, News Corp owns 41% of GMST and will vote in favor of this acquisition by MVSN. If NWS accepts stock at .2548 of the newco, then the remaining shareholders of GMST can elect to receive cash of $6.35 per share without triggering the oversubscription proration as the $1.55B to $1.6B is sufficient to cover the cash payout to the remaining 59% holders of Gemstar.

Comment by Hughiee - December 11, 2007 at 2:44 am
I agree with the comment that shareholders are just plain spooked to sell their GMST shares at todays price. But what are they afraid of? If Macrovision shareholders reject the deal, will GMST shares recover immediately? If they will how can we lose? If Macrovision shareholders approve the deal we get $6.35, so what’s the problem? Why is everyone panicking?

Comment by John Plohman - December 11, 2007 at 10:35 am
John, the deal could fall through if GMST or MVSN shareholders rejects the proposed takeover, or MVSN can not secure the $800M to make this deal work. However, if the Agreement with News Corp stipulates that it will vote in favor of the deal and take stock for its 41% interest in GMST, then the 59% shareholders electing to take cash will receive $6.35 when and if the deal closes.

Comment by Hughiee - December 11, 2007 at 10:48 am
Say News Corp is in favor of the deal and takes the $6.35 cash/stock. Will other GMST stockholders have the option to take the cash over the stock or will they be stuck getting MVSN stock? What happens if all GMST shareholders want cash? Who decides which shareholders get what?

Comment by Shawn - December 11, 2007 at 11:09 am
Say all shareholders including NWS elect to take cash, then the proration clause kicks in to allocate the $1.55B to all the issued and outstanding shares of GMST. Each share is entitled to approx. $3.60 in cash and the rest in stock based on ratio of .2548 of newco/mvsn. The worse case is 55% in cash and 45% in stock proration. One would surmise that Macrovision and Gemstar have thought this through the past five months in structuring this deal and securing financing of $800M with Morgan Stanley and ML and obtaining the signed Agreement with News Corp before announcing this $2.8B acquisition.

Comment by Hughiee - December 11, 2007 at 12:32 pm

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