LIVE NATION-TICKETMASTER:
IT’S SOUP!!

After nearly a year of wrangling, Live Nation and Ticketmaster have reached agreements with the U.S. Dept. of Justice and the Canadian Commissioner of Competition, clearing the way for the two companies to merge.

Upon closing, the company will be renamed Live Nation Entertainment to reflect the combination of Live Nation’s concert promotions expertise with Ticketmaster’s world-class ticketing solutions and artist relationships.

Under the terms of the proposed final judgment filed today in U.S. District Court for the District of Columbia, the companies have agreed to divest Ticketmaster’s self-ticketing subsidiary, Paciolan, to Comcast-Spectacor and to license the Ticketmaster Host technology to Anschutz Entertainment Group, as well as to other terms that protect competitive conditions in ticketing and promotions. Seventeen State Attorneys General also participated in the matter and have joined in the U.S. consent decree. The parties’ consent agreement with the Canadian Commissioner of Competition is on substantially equivalent terms.

Commented Live Nation CEO Michael Rapino: “This is a good and exciting day for the music business, and we are close to finalizing the creation of a new company that will seek to transform the way artists distribute their content and fans can access that content. The Department of Justice was thorough and aggressive in their analysis and their remedies, and we are confident that with this resolution, the playing field is competitive and broader as a result of this transaction. We believe that this merger will now create a more diversified company with a great selling platform for artists and a stronger financial profile that will drive improved shareholder value over the long term.”

Added Ticketmaster CEO Irving Azoff: “We appreciate the Department of Justice’s effort. Their resolution is a great win for fans. The entertainment industry needs innovation and we are ready to deliver. I’m truly excited that as this new company goes forward, we will be able to create more choices for family entertainment, sports, artists, teams and other rights holders.”

Live Nation Entertainment will now set out to accomplish their mission “to improve the live entertainment experience and to drive major innovations in ticketing technology, marketing and service.” Company officials insist “the combined company will have the tools to develop new products, expand access, improve transparency and deliver artists and fans more choice [driving] greater attendance at live events and bringing more value to all major constituents in the industry.”

The new company also expects to pursue significant growth opportunities in markets around the world.

As previously announced, in connection with the merger, each issued and outstanding share of Ticketmaster common stock will be cancelled and converted into the right to receive a number of shares of Live Nation common stock such that Ticketmaster stockholders will receive approximately 50.01% of the voting power of the combined company. Subject to final confirmation, the companies expect each share of Ticketmaster common stock to be cancelled and converted into the right to receive 1.474 shares of Live Nation common stock in connection with the merger and for Live Nation to issue approximately 84,613,661 shares of Live Nation common stock to Ticketmaster stockholders in the aggregate.

The combined company will be led by Rapino as CEO and President of Live Nation Entertainment, with Azoff as Executive Chairman of Live Nation Entertainment and CEO of Front Line. Barry Diller will serve as Chairman of the Board of Live Nation Entertainment. The Board will consist of 14 directors, seven from each company.

“This is great news for everyone in our Front Line family as it allows us to fulfill our mandate to create a better and stronger relationship between our artists and their fans,” added Azoff. “This merger comes at an important time for us as we will play a leading role in the fast-changing music industry providing our artists with viable resources in the touring, event promotion and ticketing arenas.

”Personally, it will allow me to return to the day-to-day running of Front Line Management, and aggressively pursue all assets of artists’ rights and the creative exploitation of intellectual properties. I will be relinquishing many of my Ticketmaster responsibilities to Michael Rapino…. Exciting times are ahead.”