By Phil Gallo
Live Nation and Ticketmaster Entertainment have have reached agreements with the US Department of Justice and the Canadian Commissioner of Competition to clear the way for the merger of the companies. The entity will be called Live Nation Entertainment.
The Department of Justice's Antitrust Division, along with 17 state attorneys general, filed a proposed settlement to resolve competitive concerns. The companies will comply with the Department of Justice's two conditions: Divest Ticketmaster's self-ticketing subsidiary, Paciolan, to Comcast-Spectacor and to license the Ticketmaster Host technology to Anschutz Entertainment Group (AEG). Paciolan sells tens of millions of tickets every year.
The conditions open the door for two large, vertically integrated competitors--AEG and Comcast Spectacor--to compete with merged entity of Live Nation and Ticketmaster for ticketing contracts. Live Nation Entertainment is under a 10-year court order prohibiting it from retaliating against venues that choose to sign ticket-selling contracts with competitors.
Live Nation Entertainment says it intends to drive major innovations in ticketing technology, marketing and service. The two companies believe that the merger will give them the resources to develop new products, expand access, improve transparency and deliver artists and fans more choice. The combined company also expects to pursue significant growth opportunities in markets around the world.
"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," Michael Rapino, CEO of Live Nation, said. "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."
Irving Azoff, CEO of Ticketmaster, said, "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."
Rapino will be CEO and President of Live Nation Entertainment and Azoff will serves 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.
As previously announced, in connection with the merger, each issued and outstanding share of Ticketmaster common stock will be canceled 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 canceled 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 84.6 million shares of Live Nation common stock to Ticketmaster stockholders in the aggregate.
The UK Competition Commission cleared the merger in December. Earlier this month, stockholders in both companies overwhelmingly approved the merger.
