FYI...
Gemstar just issued a release today announcing expiration of the waiting period for Harte-Scott-Redino, and speculated a merger closing date of May '97:
Tuesday March 25 2:04 PM EDT
Gemstar International Group Ltd. announces expiration of
Hart-Scott-Rodino waiting period regarding its merger with StarSight
Telecast Inc.
PASADENA, Calif.--(BUSINESS WIRE)--March 25, 1997-- Gemstar International Group Ltd Tuesday announced that all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 regarding its previously announced merger with Starsight Telecast Inc have expired.
The expiration of the Hart-Scott-Rodino waiting period removes a major regulatory condition to the completion of the transaction.
On Dec. 23, 1996, Gemstar and StarSight entered into a merger agreement under which StarSight will become a wholly owned subsidiary of the company. In this transaction, the company was advised by Hambrecht and Quist and Alex. Brown and Sons.
Under the terms of the merger agreement, each share of StarSight stock will be exchanged for 0.6062 shares of Gemstar's stock. The closing of the transaction is subject to customary conditions, including approval by shareholders of each company and the satisfaction of regulatory requirements.
Certain significant shareholders of each company representing a majority of their respective outstanding shares have entered
into agreements to vote in favor of the merger. The Gemstar and StarSight joint-proxy statement/prospectus is under review
by the Securities and Exchange Commission and is expected to be mailed to the stockholders of Gemstar and StarSight in
the next few weeks.
The merger is expected to close in May 1997.
In the merger announcement, Henry C. Yuen, Gemstar's chief executive officer, noted that StarSight's extensive relationships with the cable, telco, satellite and personal-computer industries are a perfect complement to Gemstar's worldwide association with publications, broadcasters and consumer-electronics manufacturers, and that the combination would create an ``international company that is highly capable and balanced, both in terms of product mix and distribution
channels, and well-positioned to take advantage of the increasing convergence of technologies and globalization of markets.''
However, until the merger is completed, Gemstar will not be in a position to discuss details of the future plans for the combined entity.
On Feb. 17, 1997, Gemstar announced its results of operations for the third fiscal quarter ended Dec. 31, 1996. Gemstar reported earnings per share for the three months ended Dec. 31, 1996, of 16 cents.
On Dec. 11, 1996, Gemstar completed its acquisition of VideoGuide Inc., the developer of the VideoGuide service. VideoGuide provides program listings, news and sports services using wireless-paging technology.
In October 1996, JVC and Magnavox introduced Gemstar's TV GUIDE Plus+, a subscription-free, on-screen interactive television guide, by incorporating the feature into selected models of their new televisions.
Other major brands, including Mitsubishi, RCA, Proscan and Panasonic, are expected to join JVC and Magnavox to incorporate TV GUIDE Plus+ into televisions, VCRs and TV-VCR-combination units later in 1997.
Gemstar develops, markets and licenses proprietary technologies and systems aimed at making technology user-friendly for consumers. Gemstar's VCR Plus+ instant-programming system is now a world standard for VCR programming.
VCR Plus+ allows a user to record a television show simply by entering a number -- the PlusCode number -- printed in television- program guides. The PlusCode numbers are published by more than 1,500 newspapers and television guides worldwide, with a combined circulation of more than 300 million.
The VCR Plus+ system has been licensed to virtually every major television and VCR manufacturer and is available in more than 30 countries, including the United States, Canada, the United Kingdom, Japan, Australia and New Zealand. Since inception, there have been more than 50 million VCR Plus+ systems sold worldwide.
The company launched two new technologies last year, Index Plus+, a videotape-indexing system built into new VCRs that features an on-screen directory of videotape content by titles automatically captured from the broadcast; and TV GUIDE Plus+, a subscription- free, on-screen interactive television guide built into new televisions and VCRs.
This news release contains forward-looking statements that involve risks and uncertainties, some of which are discussed from time to time in the company's reports on file with the SEC. The company's actual results in the future may differ significantly from the results discussed in the forward-looking statements.
CONTACT: Gemstar International Group Ltd.
Elsie Leung, 818/792-5700
or
Hill & Knowlton Inc.
Richard Rice, 415/781-2430 |
