RULE 425
FILER: MACROVISION CORPORATION
ISSUER: MACROVISION CORPORATION
COMMISSION FILE NUMBER: 000-22023
MACROVISION (R) Macrovision Corporation
Protecting your image 1341 Orleans Drive
Sunnyvale, California 94089
(408) 743-8600
Fax (408) 743-8610
EDITORIAL
CONTACTS:
Ian Halifax
John Ryan
Mark Belinsky
Macrovision Corporation
+1 (408) 743-8600
[email protected]
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FOR IMMEDIATE RELEASE
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MACROVISION TO ACQUIRE GLOBETROTTER,
LEADING SUPPLIER OF B2B ELECTRONIC SOFTWARE LICENSING TECHNOLOGIES
Combined Companies Provide Broad Range of Digital Rights Management
Solutions to the Spectrum of Software Vendors Worldwide
SUNNYVALE, CA (March 27, 2000) - Macrovision Corporation (Nasdaq: MVSN), the
leading provider of B2C (business-to-consumer) video, multimedia and software
copy protection and of Digital Rights Management (DRM) technologies to the
motion picture and software industries, announced today that it has signed a
letter of intent to acquire privately held GLOBEtrotter Software of San Jose,
California. With unaudited 1999 revenues of approximately $15 million, and
profitable, GLOBEtrotter is the leading OEM supplier of B2B
(business-to-business) electronic licensing and license management technology to
software vendors and the leading direct supplier of software asset management
products to corporate customers worldwide. Macrovision will acquire all
outstanding shares and vested stock options of GLOBEtrotter for 11.2 million
shares of Macrovision common stock - which is approximately 28 % of Macrovision
shares outstanding today - plus the assumption of unvested GLOBEtrotter stock
options, subject to completion of due diligence, the approval of Macrovision's
board of directors and stockholders, regulatory approvals, and the completion of
a definitive agreement.
In response to increased worldwide corporate use of enterprise networks and the
Internet, the software industry has been rapidly adopting Integrated Electronic
Licensing (IEL). IEL monitors and controls the use of software by integrating
electronic license certificates and networked licensing technology into software
products. This business-to-business e-commerce technology enables software
vendors to offer flexible license terms allowing all users in a company or
department to access software applications, while the vendor is fairly
compensated. GLOBEtrotter's technology provides software vendors with a large
variety of options for other licensing practices that mutually benefit
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MACROVISION ACQUIRES GLOBETROTTER SOFTWARE, INC. PAGE 2
both vendors and customers, including selling and issuing electronic licenses
on-line and providing controlled access to software updates for software
distributed over the Internet or via CD subscriptions. The technology also
enables software vendors to deliver and manage their products through
Application Service Providers (ASPs).
According to leading software industry reports, over 50% of software revenue
will be delivered using electronic licensing by 2003, and virtually all software
revenues will be derived from electronic licensing by 2008. Software vendors
have, to date, shipped over $40 billion worth of software using GLOBEtrotter's
flagship FLEXlm(TM) electronic licensing technology, a recognized de facto
standard for license management.
Macrovision and GLOBEtrotter's combined product offerings include a broad range
of Digital Rights Management technologies, including persistent copy protection
and a wide variety of value added features such as try-and-buy, try-and-die,
electronic licensing, network licensing, pay-per-use and electronic software
billing. These solutions, currently being provided separately by Macrovision and
GLOBEtrotter, are being used today for both B2C and B2B applications across the
entire spectrum of software vendors, including entertainment, consumer, vertical
market, enterprise applications, system management, networking, and embedded
system concerns. These vendors include Cadence, Compaq Computer, Compuware,
Electronic Arts, Ericsson, Havas, Hewlett Packard, Lucent, Mattel, Mentor
Graphics, Microsoft, Motorola, Parametric Technology Corporation (PTC),
Qualcomm, Rational, Schlumberger, Sun Microsystems, Sybase, Synopsys and Xerox.
In addition, the companies provide Software Asset Management (SAM) solutions to
large corporate customers including Abbott Laboratories, British Petroleum,
Caterpillar, Credit Suisse, DreamWorks SKG, Eastman Kodak, Electronic Data
Systems, Ford, IBM, Intel, Lehman Brothers, Lockheed-Martin, Loral, Navistar,
NASA, TRW, and the US Air Force.
"Today's announcement marks a defining moment for the software industry," said
John Ryan, Chairman and CEO of Macrovision. "GLOBEtrotter has clearly
demonstrated its expertise and market leadership in providing enterprise-wide
electronic licensing solutions to the software industry on a worldwide basis. In
particular, GLOBEtrotter's FLEXlm product line has enabled software vendors and
users alike to benefit from the efficiencies introduced through the use of
networked licenses. By combining GLOBEtrotter's electronic licensing and
electronic license distribution technology and customer base with Macrovision's
persistent protection and authentication technology and customer base, I believe
that we can provide an even broader range of technology to software vendors,
their channel partners, and their customers."
"The combination of Macrovision and GLOBEtrotter can serve the entire software
industry -- affecting applications as diverse as consumer entertainment titles
in the home and engineering applications for global enterprises," said Matt
Christiano, Founder and President/CEO of GLOBEtrotter. "Furthermore, the
complementary nature of our business philosophies, vision, management team,
employees, products and strategic partnerships will allow us to accelerate the
software industry's adoption of electronic licensing and electronic commerce."
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MACROVISION ACQUIRES GLOBETROTTER SOFTWARE, INC. PAGE 3
Mr. Ryan added, "I believe our combined companies will have an exceptional focus
on our business with more than 200 employees worldwide and with development,
sales and support centers in the US, Europe, and Asia. Macrovision and
GLOBEtrotter have extensive relationships with leading corporate end users,
software vendors, system integrators, resellers, CD mastering facilities,
encoder companies, and replicators. In addition, our shared vision, common
culture and geographic headquarter proximity should enable a rapid integration
of the two companies."
ABOUT MACROVISION
Macrovision Corporation develops and markets technologies to prevent the
unauthorized duplication, reception or use of video and audio programs and
computer software. Macrovision provides its products and services primarily to
the home video, consumer multimedia software, pay-per-view, cable, satellite,
and video security markets. Macrovision has its headquarters in Sunnyvale,
California with subsidiaries in London and Tokyo. For more information on
Macrovision and its products, see http://www.macrovision.com.
ABOUT GLOBETROTTER
GLOBEtrotter Software, Inc., of San Jose, California produces the world's
leading products for software vendors to electronically license their software
and software asset management tools for large software customers. For more
information on GLOBEtrotter and its products, see http://www.globetrotter.com.
All statements contained herein, including the quotations attributed to Mr. Ryan
and Mr. Christiano, as well as oral statements that may be made by Macrovision
or by officers, directors or employees of the Company acting on the Company's
behalf, that are not statements of historical fact, including statements that
use the words "believes," "anticipates," "estimates," "expects" or "intends" or
similar words that describe Macrovision's or management's future plans,
objectives, or goals, are "forward-looking statements" and are made pursuant to
the Safe-Harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements regarding the
completion and financial effects of the expected acquisition of GLOBEtrotter,
the business strategies and product plans of both companies, the advantages of
the acquisition for both companies, the features and benefits of the products of
both companies, and the cooperative efforts to be undertaken by both companies.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that could cause the actual results of the Company to be
materially different from historical results and/or from any future results or
outcomes expressed or implied by such forward-looking statements. Among the
important factors that could cause results to differ materially are the
following: the inability of Macrovision to obtain stockholder and regulatory
approvals of the transaction; the possibility that a definitive agreement for
the transaction cannot be reached or that the transaction cannot be completed;
the ability of Macrovision to integrate the operations and administration of the
companies effectively and efficiently; the ability of the companies to achieve
operational and other business synergies; the risks associated with the
integration of geographically dispersed operations; the effect of the
acquisition on the suppliers, customers and other business partners of the
companies; and the costs associated with integration. Other factors include
those outlined in the Company's Annual Report on Form 10-KSB for 1998, Form 10-K
for 1999, its Quarterly Reports on Form 10-Q and its Registration Statement on
Form S-3, all as filed with the Securities and Exchange Commission. These
factors may not constitute all factors that could cause actual results to differ
materially from those discussed in any forward-looking statement.
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MACROVISION ACQUIRES GLOBETROTTER SOFTWARE, INC. PAGE 4
Macrovision and GLOBEtrotter operate in a continually changing business
environment and new factors emerge from time to time. Macrovision cannot predict
such factors nor can it assess the impact, if any, of such factors on
Macrovision or its results. Accordingly, forward-looking statements should not
be relied upon as a prediction of actual results. Macrovision is not obligated
to revise or update any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release.
Macrovision will host a conference call from 11:00 AM to 12:00 PM PST Tuesday,
March 28th to answer questions from shareholders and analysts about this press
release. To participate, call 212-346-0100 and enter reservation # 14810241. If
you are unable to participate in the conference call, you can hear a transcript
of it on Postview by calling 800-633-8284 (the international Postview number is
858-812-6440) and entering reservation # 14810241, but only between 1:00 PM PST
on 3/28/00 and 1:00 PM PST on 3/29/00.
Note to Editors: Additional background information on Macrovision Corporation
can be obtained from our Web Site at www.macrovision.com.
Macrovision Corporation will file a registration statement on Form S-3 with the
SEC in connection with the proposed acquisition. The registration statement will
include a prospectus/proxy statement that will be sent to shareholders of
GLOBEtrotter Software seeking their approval of the proposed acquisition. When
filed, the registration statement can be obtained at the Internet World Wide Web
site maintained by the SEC at "http://www.sec.gov."
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