Robert Glaser, Founder, Chairman and Chief Executive Officer of RealNetworks made a non-binding proposal to acquire remaining 62% stake in RealNetworks, Inc. (NasdaqGS:RNWK) for $19.7 million on May 9, 2022. Robert Glaser, Founder, Chairman and Chief Executive Officer of RealNetworks signed a definitive agreement to acquire remaining 60.9% stake in RealNetworks, Inc. (NasdaqGS:RNWK) for $22.1 million on July 27, 2022. Purchase price of $0.67 per share in cash, subject to certain conditions. As of July 27, 2022, the remaining shares of RealNetworks, Inc. shall be acquired $0.73 per share in cash. Robert Glaser, together with his affiliates, currently owns approximately 39% of the outstanding shares of RealNetworks stock. RealNetworks could be required to pay Robert Glaser a termination fee equal to $1,043,971.

The transaction is subject to the approval by shareholders of RealNetworks not owned by Robert Glaser and affiliates, dissenters' shares limited, and other customary closing conditions. The agreement has been approved unanimously by RealNetworks's Board of Directors. RealNetworks shareholder will hold a special meeting on December 14, 2022 to approve the transaction. As of December 14, 2022, the transaction has been approved by the shareholders of RealNetworks. The transaction is expected to close in the fourth quarter of 2022. As of December 15, 2022, the transaction is expected to be consummated on or about December 20, 2022.

Houlihan Lokey is acting as independent financial advisor and fairness opinion provider and Timothy P. FitzSimons, Richard Marooney, Rob Leclerc, Jonathan Talansky and Jake Downing of King & Spalding LLP is acting as independent legal counsel to the Special Committee in connection with the transaction. Wilson Sonsini Goodrich & Rosati P. C. is acting as legal counsel to RealNetworks. Imperial Capital, LLC is acting as financial advisor and Trent Dykes and Andrew Ledbetter of DLA Piper LLP (US) is acting as legal counsel to Robert Glaser. RealNetworks will pay Houlihan Lokey aggregate fees equal to $0.95 million, $0.5 million of which became payable to Houlihan Lokey for rendering the opinion, and an additional fee of $0.3 million upon consummation of the merger. Innisfree M&A acted proxy solicitor to RealNetworks, for a fee of $25,000. Eric M. Krautheimer of Sullivan & Cromwell LLP represents Houlihan Lokey.

Robert Glaser, Founder, Chairman and Chief Executive Officer of RealNetworks completed the acquisition of remaining 60.9% stake in RealNetworks, Inc. (NasdaqGS:RNWK) on December 21, 2022.