Macrovision, a digital security company, said today that it has agreed to buy Gemstar-TV Guide for $2.8 billion in cash and stocks.

The deal includes Gemstar-TV Guide shareholders getting $6.35 per share, or 0.2548 of a share of common stock in a new holding company that will own both Gemstar-TV Guide and Macrovision.

Once the deal closes, which is slated to happen in the second quarter of next year, Macrovision stockholders will own a 53 percent stake in the combined company, while former Gemstar-TV Guide shareholders will own 47 percent.

The cash part of the deal will be funded by Macrovision's available cash and $800 million in debt financing, which will also include a $650 million term loan and a $150 million bridge loan that will be refinanced by bonds.

The combined companies will focus on delivering services to various devices in customers' homes.

"This is a terrific transaction for our stockholders, giving them compelling value and a chance to participate in the opportunity to join forces with Macrovision to maximize value for all of our constituencies," said Rich Battista, CEO of Gemstar-TV Guide, in a statement. "We believe that the combined entity, with its complementary technologies, customers and global presence, has the potential to redefine the consumer entertainment experience and drive significant additional stockholder value."