Feds OK Ticketmaster/Live Nation Merger

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Source: Deadline.com

"LOS ANGELES and WEST HOLLYWOOD, Calif., Jan 25, 2010 -- Live Nation, Inc. and Ticketmaster Entertainment, Inc. today announced that they have reached agreements with the U.S. Department of Justice (DOJ) and with the Canadian Commissioner of Competition, clearing the way for the merger of the companies. Upon closing, the company will be renamed Live Nation Entertainment, Inc. 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, Inc., 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."

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