SEATTLE, May 9, 2022
/PRNewswire/ -- RealNetworks, Inc. (Nasdaq: RNWK), an emerging
leader in AI-based software and solutions, today announced that it
has received an unsolicited, non-binding proposal from Robert Glaser, RealNetworks' Founder, Chairman
and Chief Executive Officer to acquire all of the outstanding
shares of common stock of RealNetworks not currently owned by Mr.
Glaser and his affiliates at a purchase price of $0.67 per share in cash, subject to certain
conditions. Mr. Glaser, together with his affiliates, currently
owns approximately 38% of the outstanding shares of RealNetworks
stock.
In light of the proposal, the board of directors of RealNetworks
has appointed an independent special committee (the "Special
Committee") to carefully review and evaluate Mr. Glaser's proposal
and other available alternatives. The Special Committee is composed
of two independent directors of RealNetworks' board of directors,
Erik Prusch and Bruce Jaffe. The Special Committee will retain
independent financial and legal advisors to consider the
proposal.
"While this offer initiates a process that will unfold over a
period of time, we want to assure all of our agents and clients
that business will continue as usual, and we expect there to be no
change in the products, services, or support we provide," said Mr.
Glaser.
The Special Committee intends to undertake a prompt review and
evaluation of the proposal and other available alternatives with
its financial and legal advisors to determine the course of action
it believes to be in the best interests of RealNetworks and its
stockholders, but there can be no assurance that this process will
lead to the approval or completion of any transaction. RealNetworks
does not intend to disclose developments regarding this process
unless and until the Special Committee and RealNetworks' board of
directors have approved a specific transaction or otherwise
concluded its review of strategic alternatives.
About RealNetworks
Building on a rich history of digital media expertise and
innovation, RealNetworks has created a new generation of products
that employ best-in-class artificial intelligence and machine
learning to enhance and secure our daily lives. RealNetworks'
portfolio includes SAFR, the world's premier computer vision
platform for live video; KONTXT, an industry leading NLP (Natural
Language Processing) platform for text and multi-media analysis;
and leveraging its digital media expertise, a mobile games business
focused on the large free-to-play segment. For information about
all of our products, visit www.realnetworks.com.
Additional Information and Where
to Find It
This press release is not an offer to purchase or a solicitation
of an offer to sell any securities. Any solicitation or offer will
only be made through materials filed with the SEC. RealNetworks
stockholders and other interested parties are urged to read these
materials when they become available because they will contain
important information. RealNetworks stockholders will be able to
obtain such documents (when available) free of charge at the SEC's
web site, www.sec.gov. RealNetworks stockholders will also be able
to obtain these documents that are filed by RealNetworks (when
available) for free from RealNetworks at
www.realnetworks.com.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
which provides a "safe harbor" for such statements in certain
circumstances. The forward-looking statements include statements or
expectations regarding the review and consideration of the
unsolicited proposal received by RealNetworks, the review and
evaluation of strategic alternatives, and the outcome of such
review and evaluation. There is no assurance that the review and
evaluation of the unsolicited proposal and strategic alternatives
will result in any transaction or other action by RealNetworks,
that any transaction or other action will be consummated, or that
any transaction or other action will maximize stockholder value or
result in a transaction that involves a premium to the current
trading price of the stock of RealNetworks. These statements are
based upon current expectations, beliefs and assumptions of
RealNetworks management, and there can be no assurance that such
expectations will prove to be correct. Because forward-looking
statements involve risks and uncertainties and speak only as of the
date on which they are made, actual events could differ materially
from those discussed in the forward-looking statements as a result
of various factors, including but not limited to the withdrawal of
the unsolicited proposal, the lack of actionable alternatives being
identified in connection with the strategic alternative review, and
risks relating to the substantial costs and diversion of
personnel's attention and resources due to these matters and other
factors discussed in greater detail in RealNetworks' filings with
the SEC. You are cautioned not to place undue reliance on such
statements and to consult RealNetworks' most recent Annual Report
on Form 10-K and other filings with the SEC for additional risks
and uncertainties that may apply to RealNetworks' business and the
ownership of RealNetworks' securities. The forward-looking
statements are presented as of the date made, and RealNetworks does
not undertake any duty to update any forward-looking statements,
whether as a result of new information, future events, or
otherwise.
Investor Relations Contact
Information
Investor Relations for RealNetworks
Brian M. Prenoveau, CFA
MZ North America
561-489-5315
IR@realnetworks.com
RNWK-F
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SOURCE RealNetworks, Inc.