NEW YORK, May 13, 2016 /PRNewswire/ -- SiriusXM
(NASDAQ: SIRI) today announced it and Sirius XM Radio Inc., its
operating subsidiary, have entered into agreements with Sirius
Canada Holdings Inc. (Sirius XM Canada) to recapitalize
Sirius XM Canada (TSX: XSR). SiriusXM and certain Canadian
shareholders will form a new company to acquire shares of Sirius XM
Canada not already owned by them pursuant to a plan of
arrangement.
In connection with the transaction, Sirius XM Canada's
shareholders will be entitled to elect to receive, for each share
of Sirius XM Canada held, consideration of C$4.50 in cash, shares of SiriusXM common stock,
a security exchangeable for shares of SiriusXM common stock, or a
combination thereof. No more than 35.0 million shares of SiriusXM's
common stock will be issued in connection with the transaction.
Following the closing of the recapitalization, Sirius XM Canada
will continue to operate under Canadian voting control. Slaight
Communications and Obelysk Media will, on a combined basis, own 67%
of the voting shares of Sirius XM Canada and 30% of the economic
interest in the recapitalized business. SiriusXM will increase its
economic ownership of Sirius XM Canada from 37% to 70% and own 33%
of the voting shares.
"This proposed transaction shows SiriusXM's and Sirius XM
Canada's commitment to serving the Canadian market with our leading
bundle of premium content, much of which will continue to be
created in Canada. The existing
Canada-led governance structure
will be preserved while vastly improving cooperation between the
two companies on next generation products and services that will
ensure a healthy future for satellite radio in Canada," said Jim
Meyer, Chief Executive Officer, SiriusXM. "While the
Canadian Broadcasting Corporation will cease to be a shareholder in
Sirius XM Canada following the transaction, it will continue to
support the company as a programming provider."
SiriusXM expects to contribute approximately US$275 million to facilitate the transaction.
Additionally, the licensing and services agreements between
SiriusXM and Sirius XM Canada will be renewed and extended upon the
consummation of the proposed transaction.
The proposed recapitalization is subject to approval of the
Sirius XM Canada shareholders, receipt of Canadian regulatory
approvals, and other customary closing conditions. SiriusXM expects
the recapitalization to close no later than the end of the fourth
quarter of 2016. Upon closing of the recapitalization, Sirius
XM Canada will no longer be a publicly traded stock.
SiriusXM's financial and legal advisors, respectively, were J.P.
Morgan Securities LLC and Norton Rose Fulbright Canada LLP.
About SiriusXM
Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest
radio company measured by revenue and has more than 30 million
subscribers. SiriusXM creates and offers commercial-free
music; premier sports talk and live events; comedy; news; exclusive
talk and entertainment, and a wide-range of Latin music, sports and
talk programming. SiriusXM is available in vehicles from
every major car company in the U.S. and on smartphones and other
connected devices as well as online at siriusxm.com. SiriusXM
radios and accessories are available from retailers nationwide and
online at SiriusXM. SiriusXM also provides premium traffic,
weather, data and information services for subscribers through
SiriusXM Traffic™, SiriusXM Travel Link, NavTraffic®,
NavWeather™. SiriusXM delivers weather, data and information
services to aircraft and boats through SiriusXM Aviation, SiriusXM
Marine™, Sirius Marine Weather, XMWX
Aviation™, XMWX Weather, and XMWX Marine™. In addition,
SiriusXM Music for Business provides commercial-free music to
a variety of businesses. SiriusXM holds a minority interest
in SiriusXM Canada which has approximately 2.7 million subscribers.
SiriusXM is also a leading provider of connected vehicles services
to major automakers, giving customers access to a suite of safety,
security, and convenience services including automatic crash
notification, stolen vehicle recovery assistance, enhanced roadside
assistance and turn-by-turn navigation.
To download SiriusXM logos and artwork, visit
http://www.siriusxm.com/LogosAndPhotos.
This communication contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements include, but are not limited to,
statements about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as "will likely result," "are expected to," "will
continue," "is anticipated," "estimated," "believe," "intend,"
"plan," "projection," "outlook" or words of similar meaning.
Such forward-looking statements are based upon the current beliefs
and expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events
may differ materially from the results anticipated in these
forward-looking statements.
The following factors, among others, could cause actual
results and the timing of events to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: our substantial competition,
which is likely to increase over time; our ability to attract and
retain subscribers, which is uncertain; consumer protection laws
and their enforcement; the unfavorable outcome of pending or future
litigation; the market for music rights, which is changing and
subject to uncertainties; our dependence upon the auto industry;
general economic conditions; the security of the personal
information about our customers; existing or future government laws
and regulations could harm our business; failure of our satellites
would significantly damage our business; the interruption or
failure of our information technology and communications systems;
our failure to realize benefits of acquisitions or other strategic
initiatives; rapid technological and industry changes; failure of
third parties to perform; harmful interference to our service from
new and existing wireless operations; our failure to comply with
FCC requirements; modifications to our business plan; our
indebtedness; our principal stockholder has significant influence
over our affairs and over actions requiring stockholder approval
and its interests may differ from interests of other holders of our
common stock; and impairment of our business by third-party
intellectual property rights. Additional factors that could
cause our results to differ materially from those described in the
forward-looking statements can be found in our Annual Report on
Form 10-K for the year ended December 31,
2015, which is filed with the Securities and Exchange
Commission (the "SEC") and available at the SEC's Internet site
(http://www.sec.gov). The information set forth
herein speaks only as of the date hereof, and we disclaim any
intention or obligation to update any forward looking statements as
a result of developments occurring after the date of this
communication.
Source: SiriusXM
Contact for SiriusXM:
Hooper Stevens
212-901-6718
Hooper.stevens@siriusxm.com
Patrick Reilly
212-901-6646
patrick.reilly@siriusxm.com
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SOURCE Sirius XM Holdings Inc.