REALNETWORKS INC: M&A transaction — RealNetworks completes going-private merger with CEO Rob Glaser at $0.73/share

REALNETWORKS INC

Merger closed Dec 21, 2022; shareholders receive $0.73 per share in cash.
Common stock and preferred share purchase rights to be delisted from Nasdaq.
Robert Glaser becomes sole manager; all prior directors resign.
Vested stock options and RSUs cashed out; unvested options with exercise price >= $0.73 canceled for no value.
Transaction approved by special committee and shareholders; funded by Glaser's cash.

item 2.01 item 3.01 item 5.01 item 3.03 item 5.03 item 5.02 item 8.01 item 9.01

Executive movements

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Appointed

Robert Glaser

sole manager

REALNETWORKS INC

Effective: 2022-12-21
Filed: December 22, 2022, 6:59 PM ET

Mr. Glaser became the sole manager of the Surviving Company, as successor to the Company.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Robert Glaser was appointed as sole manager at REALNETWORKS INC.

Action: appointed
Role: sole manager

Exact text from the filing

Mr. Glaser became the sole manager of the Surviving Company, as successor to the Company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

REALNETWORKS INC underwent a change of control involving Greater Heights LLC for $0.73 in cash (closed 2022-12-21).

Action: change of control
Counterparty: Greater Heights LLC
Consideration: $0.73 in cash
Closing: 2022-12-21

Exact text from the filing

issued and outstanding share of the Company’s common stock (subject to certain exceptions set forth in the Merger Agreement) was canceled and converted into the right to receive $0.73 in cash, without interest (the “Merger Consideration”). As disclosed in the definitive proxy filed on November 7, 2022, the funds needed to pay the Merger Consideration will be

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Source: SEC EDGAR

accession 0001046327-22-000089

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