As previously disclosed, on July 27, 2022, RealNetworks, Inc., a Washington corporation (the Company), entered into an Agreement and
Plan of Merger (the Merger Agreement) with Greater Heights LLC, a Washington limited liability company (Parent), Greater Heights Acquisitions LLC, a Washington limited liability company and wholly owned
subsidiary of Parent (Merger Sub), and exclusively for purposes of Section 8.15 thereof, Robert Glaser, providing for, amongst other things, the merger of the Company with and into Merger Sub (the Merger),
with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent.
On September 19, 2022, the Company filed a preliminary proxy statement
with the Securities and Exchange Commission (SEC) (which was amended by the filing of a revised preliminary proxy statement with the SEC on October 20, 2022, the Preliminary Proxy Statement). On
November 7, 2022, the Company filed a definitive proxy statement with the SEC (the Definitive Proxy Statement), as such may be supplemented from time to time, for the solicitation of proxies in connection with the special
meeting of the Companys shareholders to be held on December 14, 2022 (the Special Meeting), for purposes of voting, amongst other things, on a proposal to approve and adopt the Merger Agreement and the transactions
contemplated thereby, including the Merger.
Following announcement of the Merger, three purported shareholders of the Company filed complaints alleging
claims under (i) federal securities laws (ii) the Washington Business Corporation Act and/or (iii) Washington state common law (the Complaints), in the U.S. District Court for the Southern District of New York. All
of the Complaints remain pending. The Complaints allege that the Company made false or misleading disclosures, or omitted material information in the Preliminary Proxy Statement or the Definitive Proxy Statement relating to, among other things, the
analyses performed by Houlihan Lokey Capital, Inc. (Houlihan Lokey), as the financial advisor to the special committee of the board of directors of the Company; the data and inputs underlying the financial valuation analyses
performed by Houlihan Lokey; the sales process; and alleged conflicts of interest with respect to Company management and/or members of the board of directors (the Board) of the Company. The Complaints generally name the Company
and the Board as defendants and seek injunctive relief, damages, costs, expenses, and other relief. Additional lawsuits arising out of or relating to the Merger Agreement or the Merger may be filed in the future. The Company also has received
shareholder demands for the inspection of books and records and shareholder demands requesting that the Company provide additional information before the Special Meeting.
The Company believes the Complaints and the disclosure demands are without merit, that each of the Preliminary Proxy Statement and the Definitive Proxy
Statement fully comply with the Securities Exchange Act of 1934 (the Exchange Act) and all other applicable law, and that no further disclosure is required. However, solely in order to reduce the risk of delaying or otherwise
adversely affecting the consummation of the Merger and to minimize the expense and distraction of defending such actions, and provide additional information to its shareholders, the Company is filing this Current Report on Form 8-K to amend and supplement the Definitive Proxy Statement. Nothing in the supplemental disclosures set forth below should be deemed an admission of any inadequacy of the Companys earlier disclosures, the
legal necessity of the present disclosures, or the materiality of the Companys prior and present disclosures under any applicable laws.
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