Gemstar to pay $9.2 billion for TV Guide; Shares being swapped, and debt assumed; Publishing


PASADENA, Calif. -- Gemstar International Group Ltd., the maker of the VCR Plus technology, said yesterday that it will buy TV Guide Inc. for about $9.2 billion in stock and debt to boost its electronic program guides.

Gemstar said it will swap 0.6753 of a share for each TV Guide share, giving TV Guide shareholders 45 percent of the combined company.

Gemstar makes technology for interactive TV program guides, which are expected to gain in popularity with the rise of digital ca- ble. TV Guide runs a weekly magazine with TV listings. Gemstar, which licenses its technology to consumer electronics companies, wants to use TV Guide's expertise in selling ads for its electronic program listings.

The acquisition price of $54.97 a share represents a 32 percent premium over TV Guide's Friday closing price of $41.53. Gemstar will assume $600 million in debt.

Gemstar Chief Executive Officer Henry Yuen will hold the same position in the new company, which will be called TV Guide International Inc. TV Guide Chief Executive Officer Joseph Kiener will serve as co-president and chief operating officer, along with Gemstar Chief Financial Officer Elise Leung and TV Guide President Peter Boylan. Leung will also be the chief financial office of the new company.

TV Guide shares rose $4.4063 to $45.9375. Gemstar shares fell $6.625 to $77.

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