Lionsgate to Buy TV Guide Net

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Scrapping an earlier deal, Macrovision Solutions said late Monday it's agreed to sell TV Guide Network and its web site to Hollywood producer Lionsgate for $255 million.

Macrovision said it terminated a previous agreement to sell the channel to TV producer Allen Shapiro and One Equity Partners, a deal that was

announced

Dec. 18. The price tag was the same in that derailed deal as it is now for Lionsgate, with Shapiro set to ante up $255 million in cash. Liongate is forking over $255 million “in consideration” to Macrovision, the press release announcing the deal said.

The transaction between Lionsgate, the producer of movies ranging from the Saw franchise to Monster’s Ball, and Macrovision is expected to close by Feb. 28, and will be funded with Lionsgate’s existing cash and available funds and the closing is not subject to financial performance requirements.

"This is tremendous real estate, rarely available, that fits extremely well with our strategy of combining content creation, distribution and direct access to the consumer," Lionsgate co-chairman and CEO Jon Feltheimer said in a prepared statement.

"The transaction pairs our vast array of content with a branded channel and online platform available in 83 million homes and is part of our broader strategy of growing our global portfolio of channels to reach audiences worldwide,” Feltheimer said. “This deal is consistent with our track record of accretive and potentially transformative acquisitions that are establishing the foundation for sustainable long-term growth."

TV Guide Network is the 19th most distributed network and available in 83 million homes.  The site TVGuide.com is one of the fastest-growing online entertainment destinations with over 15 million monthly unique visitors, Macrovision said.

“In our previously announced transaction, prior to closing Macrovision was permitted to solicit and enter into other agreements to sell the TV Guide Network and TV Guide Online properties,” Macrovision president and CEO Fred Amoroso said in the statement. “We believe this transaction improves the probability and the timing of closing the transaction, while providing for non-contingent consideration comparable to our previously announced transaction. Throughout our divestiture process, speed, certainty to close and the overall terms of the transaction have been important considerations for us.  We believe our agreement with Lionsgate represents an improvement for us on those considerations and the combination of these factors represents a positive result for Macrovision and its stockholders.”

Lionsgate, which produces TV shows such as AMC’s Mad Men and Showtime’s Weeds, has become an increasingly important

player in cable

, as a partner in a new pay TV service, Epix, that launches this fall, a joint venture with Viacom and Metro-Goldwyn-Mayer Studios. Lionsgate is also a partner with Sony and Comcast on FearNet, an on-demand and online service.

The structure of the latest TV Guide Network deal allows Macrovision -- which acquired the network as part of its

purchase

of Gemstar TV Guide -- to use the strategic capabilities of TV Guide Online while remaining focused on Macrovision’s core competencies in technology, just as the previously announced transaction had provided.

Specifically, Macrovision retains the key strategic on-line elements currently utilized through this site, namely its B2B grid syndications business, whereby the company licenses its online guide to other portals, and functionality that enhances its embedded guidance product offering, such as integration from embedded guides with online or mobile guides that allow for remote record.

“The TV Guide Network team is excited to be joining a world-class entertainment company like Lionsgate," TV Guide Network president Ryan O'Hara said in a statement. "This is a great opportunity to continue our transformation into a fully distributed, entertainment-focused network and web platform."

UBS Investment Bank served as financial advisor to Macrovision.  Piper Jaffrey served as financial advisor to Lionsgate and O'Melveny & Myers served as Lionsgate's outside legal counsel.

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