AGREEMENT AND PLAN OF MERGERS by and among MACROVISION CORPORATION, SATURN HOLDING CORP, MARS MERGER SUB, INC., GALAXY MERGER SUB, INC. and GEMSTAR-TV GUIDE INTERNATIONAL, INC. Dated as of December 6, 2007Merger Agreement • December 7th, 2007 • Gemstar Tv Guide International Inc • Periodicals: publishing or publishing & printing • Delaware
AGREEMENT AND PLAN OF MERGERS, dated as of December 6, 2007 (the “Agreement”), among Macrovision Corporation, a Delaware corporation (“Mars”), Saturn Holding Corp, a Delaware corporation and a direct wholly owned subsidiary of Mars (“Holdco”), Mars Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (“Mars Merger Sub”), Galaxy Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco (“Galaxy Merger Sub”, and together with Mars Merger Sub, the “Merger Subs”), and Gemstar-TV Guide International, Inc., a Delaware corporation (“Galaxy”).
