Monday, January 25, 2010

Ticketmaster-Live Nation Merger Approved

We've been tracking this story for quite some time. Today, the Department of Justice announced that the merger between Ticketmaster-Live Nation will be approved, forming the new company Live Nation Entertainment. The merger took nearly an entire year due to much investigation and due diligence by the DOJ. Part of the merger stipulation includes the agreement to divest in its Paciolan ticketing operation which was acquired by Ticketmaster in 2007 as well as striking a ticketing licensing agreement with sports and entertainment company AEG. AEG's concert promotion division, AEG Live is currently Live Nation's closest competitor. “Live Nation and Ticketmaster together will be a phenomenal operation that will enhance the ability for artists to perform live, and in this day and age performing live has become extraordinarily important to artists,” Allen Grubman, entertainment attorney for both Ticketmaster and Live Nation stated in an interview. He went on to state that "the merger will “rewrite the way live entertainment has been handled up until now. There will still be plenty of competition, artists will still have the ability to pick and choose who they do business with, but this will give everybody a huge surge.” Finally, Grubman says talk that the merger would lead to higher ticket prices is exaggerated. “Ticket prices are about supply and demand,” he says. “You’re not going to be able to charge unrealistic prices for tickets just because of one new element. If the public is not interested in buying because of high prices, they’re not going to go to concerts.”

From the U.S. Department of Justice:
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, Inc. (“AEG”), 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.

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 Michael Rapino as CEO and President of Live Nation Entertainment and Irving 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.

No comments: