MelodyVR Group PLC (AIM:MVR) entered into an agreement and plan of merger to acquire Rhapsody International Inc. from RealNetworks, Inc. (NasdaqGS:RNWK) and others for $70.2 million on August 24, 2020. The consideration consists $15 million in cash, issuance of approximately 200 million ordinary shares of MelodyVR and assumption by MelodyVR of $44 million in payment obligations, primarily to various music industry entities. Consideration payable to RealNetworks is subject to a $3 million escrow and certain further indemnity claims, as well as contingent consideration obligations associated with its acquisition of Columbus Nova's 42% stake in Napster in January of 2019. MelodyVR will advance an initial $6 million deposit which will be placed into escrow, followed by an additional $6 million deposit which is expected to be advanced shortly thereafter and upon satisfaction of certain post-signing conditions. Upon completion, Rhapsody International will be a wholly owned subsidiary of MelodyVR Group. MelodyVR raised $15.3 million from the sale of new shares to partly fund the acquisition. In the event that the merger fails to complete due to Rhapsody International being unable to meet the closing conditions of the merger, the deposit will be refunded to the MelodyVR and Rhapsody International must repay any advances to the MelodyVR within six months of completion. In the event that the MelodyVR fails to fulfill certain closing obligations under the merger agreement, the deposit may be forfeited. A further deposit of $3 million will be deposited in escrow account to be release 18 months after closing. Rhapsody International generated revenues in the amount of $112.6 million in 2019. The transaction is subjected to approval from shareholders and Board of Directors of MelodyVR at general meeting. The transaction received Board approval of Rhapsody on August 25, 2020. The transaction is expected to close in the end of November 2020. As of November 3, 2020, transaction is expected to close on the fourth quarter of 2020. As of December 29, 2020, all conditions of the agreement have been met and the acquisition will complete on December 29, 2020. Brian Eiting of Perkins Coie LLP acted as legal advisor to Rhapsody. Michael Young of Reed Smith LLP acted as legal advisor to MelodyVR. Arden Partners plc acted as financial advisor to MelodyVR Group.

MelodyVR Group PLC (AIM:MVR) completed the acquisition of Rhapsody International Inc. from RealNetworks, Inc. (NasdaqGS:RNWK) and others on December 30, 2020.