RealNetworks, Inc. (NASDAQ:RNWK) announced today it has signed a definitive agreement with the Company's founder, Chairman and CEO, Robert D. Glaser, pursuant to which the Company will merge with and into Greater Heights LLC, an affiliate of Mr. Glaser, and each outstanding share of common stock of the Company will be converted into the right to receive cash consideration of $0.73 per share. Mr. Glaser, together with his affiliates, currently owns approximately 39% of the outstanding shares of RealNetworks's stock. The merger consideration represents a 55% premium to the Company's closing stock price on the last trading day prior to announcement of Mr. Glaser's proposal to acquire the Company.
The Merger Agreement and the merger has been approved by the Company's Board of Directors, based on the recommendation of a Special Committee of the Board consisting exclusively of independent directors. The Company's shareholders will be asked to vote upon the adoption of the Merger Agreement and approval of the merger at a shareholders meeting called for such purpose on a date to be announced. The closing of the transaction is conditioned upon the approval of a majority of the shares not owned by Mr. Glaser and his affiliates. The parties anticipate the transaction will close in the fourth quarter.
"I founded RealNetworks 28 years ago because I believed that the Internet represented a once-in-a-generation transformational opportunity for digital media," said Glaser. "I believe that Machine Learning-based Artificial Intelligence represents a similar transformational opportunity today, albeit one that will also take time and resources to fully realize. I'm happy that the RealNetworks Board and I could reach agreement on a path to pursue that transformation with focus, efficiency, and speed by turning Real back into a private company, and in a way that is fair to all shareholders."
Bruce Jaffe, the Chairman of the Special Committee, said, "The Special Committee is very pleased to have completed a thorough process that has resulted in a transaction with Rob that we believe provides immediate liquidity and compelling value to the public shareholders of RealNetworks without the risk of future performance and securing working capital in this economic climate."
Houlihan Lokey is acting as independent financial advisor and King & Spalding LLP is acting as independent legal counsel to the Special Committee in connection with the transaction. Wilson Sonsini Goodrich & Rosati P. C. is acting as legal counsel to the Company.
Imperial Capital is acting as financial advisor and DLA Piper LLP (US) is acting as legal counsel to Mr. Glaser.