Liberty Proposes Merger With SiriusXM
• Englewood, CO-based Liberty Media Corporation announced that it communicated a proposal to the Special Committee of the Board of Directors of Sirius XM Holdings Inc., which outlined the terms of a proposed combination of the Liberty SiriusXM tracking stock group (LSXM) with SiriusXM to form a new, consolidated public company, to be called New SiriusXM.
In the proposed transaction, Liberty, which currently owns an 83% interest in SiriusXM, would separate LSXM by means of a redemptive split-off of a newly formed subsidiary of Liberty (dubbed “SplitCo”), which would then own all of the assets and liabilities attributed to LSXM. In the split-off, holders of each series of LSXM common stock would receive a number of shares of a single series of common stock of SplitCo calculated based upon each underlying share of SiriusXM common stock held by SplitCo being exchanged for 1.05 shares of common stock of New SiriusXM. SplitCo would then combine with SiriusXM to form New SiriusXM, with the minority shareholders of SiriusXM receiving shares in New SiriusXM on a one-for-one basis.
“Liberty’s proposal rationalizes the dual corporate structure between LSXM and SiriusXM and provides value to all shareholders with a more flexible and attractive currency in New SiriusXM,” said Greg Maffei, Liberty President & CEO. “SiriusXM minority shareholders will also benefit from enhanced trading dynamics, including increased liquidity and likelihood of future index inclusion. We are excited about the prospects for New SiriusXM and look forward to remaining meaningfully invested in the business. This simplified structure will also allow management to better focus on its strategic priorities, drive the company’s continued growth and simplify the investor relations story.” SiriusXM said it was evaluating the offer.
