RealNetworks to Buy Listen.com for $36 Million

RealNetworks, Inc. has entered into a definitive agreement to acquire Listen.com, Inc. in a cash and stock transaction valued at approximately $36 million. With this acquisition, RealNetworks will own two of the Internet's best subscription content services, the critically-acclaimed and market-leading RealOne SuperPass, which offers leading news, sports and entertainment programming, and the award-winning RHAPSODY music service.

"RealNetworks has long been a pioneer and leader in digital music, going back to our invention of Internet streaming in 1995 and introduction of RealJukebox in 1999. The opportunity for us to add Listen.com's RHAPSODY, the best music subscription service, into our family of services was just too compelling to pass up," said Rob Glaser, CEO, RealNetworks, Inc. "Listen.com's RHAPSODY has pioneered a number of important capabilities such as integrating artist guides and customized radio stations within a music subscription service, and its innovative hybrid streaming and caching technology. Bringing RHAPSODY and RealOne together will, we believe, accelerate the adoption of legitimate digital music services."

"RealNetworks has a world-class technology infrastructure and a demonstrated ability to reach a broad consumer audience with compelling entertainment content," said Sean Ryan, chief executive officer, Listen.com. "Backed by these extensive resources, we are in a strong position to grow the online music market by strengthening RHAPSODY, licensing a wider variety of music, and offering even more value to new distribution partners."

Listen.com has music assets that will enhance RealNetworks' music programming and provide operational efficiencies. Listen.com's RHAPSODY subscription service, music and artist information, and innovative radio service will be important assets in building the music offerings of RealNetworks' RealOne subscription service. In addition, Listen.com's distribution arrangements and technology partnerships with broadband cable and DSL providers, online music sites, computer manufacturers and consumer electronics companies will enhance the reach of RealNetworks' subscription offerings. Listen.com has distribution agreements with a network of more than 15 companies, including Time Warner Cable's Road Runner high-speed ISP, Charter Communications, Verizon Online, Sprint, Cablevision Systems Corporation's Optimum Online, Gateway, Lycos, RCN Corporation, and Sony's Musiclub.

The acquisition follows RealNetworks' strategic investment in Listen.com announced in February. The parties expect the acquisition to close late in the second quarter, or early third quarter of 2003, subject to California Fairness Hearing Approval. All consents from the major music labels have already been granted. The cash consideration to be paid for stock and vested stock options of Listen.com is approximately $17.3 million and the stock consideration is approximately 4.1 million shares of RealNetworks common stock. These shares represent less than 3% of RealNetworks' shares outstanding. If the transaction were valued as of the close on April 18, the total purchase price would be approximately $36 million.

An integrated financial outlook will be provided on RealNetworks' first quarter conference call scheduled for April 29. Depending on the timing of obtaining California approvals, the impact of this acquisition may be reflected in RealNetworks' 2nd quarter financial results. Following the close of the acquisition, RealNetworks would expect Listen.com to incur operating losses of approximately one million to two million dollars per quarter in 2003, and decreasing thereafter.

As part of the agreement, Listen.com's executive and management team will be joining RealNetworks. Sean Ryan will continue to lead the Listen.com team as vice president of music services as part of the RealOne division, directed by Merrill Brown, senior vice president, RealOne Services. Rob Reid, founder of Listen.com, will join RealNetworks as vice president of strategic development. Listen.com will remain in San Francisco and will continue to operate music services for its customers and distribution partners.
rnet radio, and the ability to mix and burn custom CDs, plus extensive music information and editorial recommendations. RealNetworks remains a committed investor in and technology partner of MusicNet, a leading online music company formed by RealNetworks, AOL Time Warner, Bertelsmann, and EMI in 2001.

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