Macrovision-Gemstar Deal Worries Analysts

SAN FRANCISCO -- Investors and analysts were so unsettled by Macrovision'sMVSN announced merger with Gemstar-TV GuideGMST that one sell-side analyst pulled his rating on Macrovision late Friday, while others noted the risks of the deal.

Noting that Macrovision had already announced two small acquisitions within a month of the deal, William Blair analyst Ralph Schackart called it a "bet-the-company transaction" when announcing his decision to suspend the rating.

He put integration risks at the top of his list of concerns for Macrovision, a developer of software that is sold to movie studios and video device manufacturers to protect movies against piracy. Macrovision is an investment-banking client of William Blair.

Macrovision, which fell 21.4% on Friday, declined another 4.45%, or 91 cents, to $19.53 in early trading on Monday. Meanwhile, Gemstar, which slipped 16.6% on Friday, declined another 6.81%, or 34 cents, to $4.65 in early trading on Monday

Macrovision investors who had had "a good feeling about the near-term numbers" fled the stock over disappointment that healthy returns will be delayed for years, said Piper Jaffray analyst Mike Olson.

Olson, whose firm makes a market in Macrosvision, notes the deal presents "huge potential opportunities, but huge potential questions."

Santa Clara, Calif.-based Macrovision is paying $2.8 billion for Gemstar-TV Guide, which is based in Los Angeles. Under the terms of the deal, the companies will become subsidiaries owned by a holding company under Macrovision leadership.

The combined entity is expected to generate $914 million in revenue in 2008 and net income, excluding items, of $186.3 million. Gemstar is expected to contribute about 70% of the top line.