After the news broke yesterday that the U.S. Department of Justice and the Canadian Commissioner of Competition approved the merger of Live Nation and Ticketmaster, the two companies confirmed that the merger is complete. A statement said that under the terms of the transaction, Ticketmaster stockholders will receive approximately 1.474 shares of Live Nation common stock for each share of Ticketmaster common stock they own. As of the close of trading on Monday, Ticketmaster common stock ceased trading. The merged entity now bears the name Live Nation Entertainment, Inc. Under the terms of the final judgment, 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 (AEG). They also agreed to other terms that protect competitive conditions in ticketing and promotions.
Live Nation CEO Michael Rapino stated, "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. The Department of Justice was thorough and aggressive in their analysis and their remedies, and 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."
Ticketmaster CEO Irving Azoff added, "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."
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.
In a statement, the new company said that it's mission will be to improve the live entertainment experience and to drive major innovations in ticketing technology, marketing and service. "Through this merger, the parties believe that the combined company will have the tools to develop new products, expand access, improve transparency and deliver artists and fans more choice. This will drive greater attendance at live events and bringing more value to all major constituents in the industry," the statement reads.
Christine Varney, head of the Justice Department's Antitrust Division, told reporters on Monday that: "I was prepared to litigate at any and all points, until a settlement was achieved that efficiently dealt with all our anti-competitive concerns." Varney said she expected to see ticket prices decline as a result of the settlement, and that she will be "keeping a very close eye on this settlement as we go forward."
Meanwhile, Liberty Media, the company that owns a 40 percent stake in Sirius XM Radio, has now offered to buy up to 34.5 million shares in Live Nation Entertainment at a 14 percent premium, according to Reuters. Liberty Media already owns a 14.6 percent stake in Live Nation, so if its tender offer is completed, the company will have a 34.9 percent stake in the business. Though Liberty described the tender offer as an investment, a 34.9 percent stake could give it some influence over the business, notes Reuters.