Sirius to buy XM in $4.6 bln stock deal

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  • FORD
    ROTH ARMY MODERATOR

    • Jan 2004
    • 58787

    Sirius to buy XM in $4.6 bln stock deal

    Sirius to buy XM in $4.6 bln stock deal
    Mon Feb 19, 2007 5:07 PM ET

    NEW YORK, Feb 19 (Reuters) - Sirius Satellite Radio <SIRI.O> agreed to buy larger U.S. rival XM Satellite Radio <XMSR.O> for $4.6 billion in stock on Monday in a deal that gives all subscribers access to entertainers such as Oprah Winfrey and shock-jock Howard Stern.

    The transaction, which faces regulatory scrutiny and objections from terrestrial radio companies, gives XM shareholders 4.6 Sirius shares for each XM share held.

    The deal has Sirius paying about $4.6 billion in stock for XM, or a 21.7 percent premium to XM's closing share price of $13.98 on Friday, based on shares outstanding in the latest regulatory filings.

    Veteran media executive Mel Karmazin, currently Sirius CEO, will lead the new company as CEO, while Gary Parsons, now chairman of XM, will hold the same position in the new company. It said Hugh Panero, XM CEO, will continue in his current role until the merger closes.

    The merger would create a company with about $1.5 billion in 2006 revenue and an enterprise value of $13 billion, including $1.6 billion in net debt.

    "This combination is the next logical step in the evolution of audio entertainment," said Karmazin in a statement. He said it will create "unprecedented choice for consumers."

    The deal will face tough regulatory scrutiny. The satellite radio licenses prevent one entity from owning them, however Federal Communications Commission Chairman Kevin Martin said last month that its rules are open to change.

    "I think it's a close call, but more likely than not I think the Justice Department and the FCC approve it," said Blair Levin, an analyst at Stifel Nicolaus & Co. and a former FCC chief of staff during the Clinton administration.

    The National Association of Broadcasters, which represents local broadcast radio stations, immediately criticized the tie-up because it would concentrate the licenses into one company and accused them of seeking a government bailout.

    "When the FCC authorized satellite radio, it specifically found that the public would be served best by two competitive nationwide systems," said NAB spokesman Dennis Wharton.

    "Now, with their stock prices at rock bottom and their business model in disarray because of profligate spending practices, they seek a government bailout to avoid competing in the marketplace," he said. (additional reporting by Jeremy Pelofsky)

    Just keep the price the same (or better) and keep supporting progressive talk radio, and we're cool, Mel....
    Eat Us And Smile

    Cenk For America 2024!!

    Justice Democrats


    "If the American people had ever known the truth about what we (the BCE) have done to this nation, we would be chased down in the streets and lynched." - Poppy Bush, 1992
  • WACF
    Crazy Ass Mofo
    • Jan 2004
    • 2920

    #2
    There is some mention of a tier based system...could be good could be bad.

    I hope we(XM) do not lose channels...I picked XM over SIRIUS because the dog was too hit based.
    I like the deep tracks mixed in with the stuff we know....it is not often you get to hear Uli Jon Roth Scorpions!

    Eddie Trunk's monday night show is a highlight...lots of deep tracks and obscure stuff.
    As I type this he just got done talking to Zakk Wylde...Zakk would not rip on Eddie over dumping Mike but he did say that Mike is wonderfull...and with Eddie it is what it is...you could tell he wanted to say more but would not.

    In a few minutes G 'N R's guitar player(Bumblefoot?...what the fuck is it with GNR and stupid names for guitar players) is the guest.

    I would hate to lose that.
    Last edited by WACF; 02-19-2007, 08:09 PM.

    Comment

    • WACF
      Crazy Ass Mofo
      • Jan 2004
      • 2920

      #3


      SIRIUS and XM to Combine in $13 Billion Merger of Equals
      Provides Consumers with Enhanced Content, Greater Choices and Accelerated Technological Innovation

      Enables Satellite Radio to Better Compete in Rapidly Evolving Audio Entertainment Industry

      Extraordinary Value Creation for Shareholders

      Mel Karmazin to Serve as Chief Executive Officer and Gary Parsons to Serve as Chairman of Combined Company

      WASHINGTON and NEW YORK, Feb. 19 /PRNewswire-FirstCall/ -- XM Satellite Radio (NASDAQ: XMSR) and SIRIUS Satellite Radio (NASDAQ: SIRI) today announced that they have entered into a definitive agreement, under which the companies will be combined in a tax-free, all-stock merger of equals with a combined enterprise value of approximately $13 billion, which includes net debt of approximately $1.6 billion.

      Under the terms of the agreement, XM shareholders will receive a fixed exchange ratio of 4.6 shares of SIRIUS common stock for each share of XM they own. XM and SIRIUS shareholders will each own approximately 50 percent of the combined company.

      Mel Karmazin, currently Chief Executive Officer of SIRIUS, will become Chief Executive Officer of the combined company and Gary Parsons, currently Chairman of XM, will become Chairman of the combined company. The new company's board of directors will consist of 12 directors, including Messrs. Karmazin and Parsons, four independent members designated by each company, as well as one representative from each of General Motors and American Honda. Hugh Panero, the Chief Executive Officer of XM, will continue in his current role until the anticipated close of the merger.

      The combined company will benefit from a highly experienced management team from both companies with extensive industry knowledge in radio, media, consumer electronics, OEM engineering and technology. Further management appointments will be announced prior to closing. The companies will continue to operate independently until the transaction is completed and will work together to determine the combined company's corporate name and headquarters location prior to closing.

      The combination creates a nationwide audio entertainment provider with combined 2006 revenues of approximately $1.5 billion based on analysts' consensus estimates. Today the companies have approximately 14 million combined subscribers. Together, SIRIUS and XM will create a stronger platform for future innovation within the audio entertainment industry and will provide significant benefits to all constituencies, including:

      * Greater Programming and Content Choices -- The combined company is
      committed to consumer choice, including offering consumers the ability
      to pick and choose the channels and content they want on a more a la
      carte basis. The combined company will also provide consumers with a
      broader selection of content, including a wide range of commercial-free
      music channels, exclusive and non-exclusive sports coverage, news,
      talk, and entertainment programming. Together, XM and SIRIUS will be
      able to improve on products such as real-time traffic and rear-seat
      video and introduce new ones such as advanced data services including
      enhanced traffic, weather and infotainment offerings.

      * Accelerated Technological Innovation -- The merger will enable the
      combined company to develop and introduce a wider range of lower cost,
      easy-to-use, and multi-functional devices through efficiencies in chip
      set and radio design and procurement. Such innovation is essential to
      remaining competitive in the consumer electronics-driven world of audio
      entertainment.

      * Benefits to OEM and Retail Partners -- The combined company will offer
      automakers and retailers the opportunity to provide a broader content
      offering to their customers. Consumer electronics retailers, including
      Best Buy, Circuit City, RadioShack, Wal-Mart and others, will benefit
      from enhanced product offerings that should allow satellite radio to
      compete more effectively.

      * Enhanced Financial Performance -- This transaction will enhance the
      long-term financial success of satellite radio by allowing the combined
      company to better manage its costs through sales and marketing and
      subscriber acquisition efficiencies, satellite fleet synergies, combined
      R&D and other benefits from economies of scale. Wall Street equity
      analysts have published estimates of the present value of cost synergies
      ranging from $3 billion to $7 billion.

      * More Competitive Audio Entertainment Provider -- The combination of an
      enhanced programming lineup with improved technology, distribution and
      financials will better position satellite radio to compete for
      consumers' attention and entertainment dollars against a host of
      products and services in the highly competitive and rapidly evolving
      audio entertainment marketplace. In addition to existing competition
      from free "over-the-air" AM and FM radio as well as iPods and mobile
      phone streaming, satellite radio will face new challenges from the rapid
      growth of HD Radio, Internet radio and next generation wireless
      technologies."We are excited for the many opportunities that an XM and SIRIUS combination will provide consumers," said Gary Parsons, Chairman of XM Satellite Radio and Hugh Panero, CEO of XM Satellite Radio, in a joint statement. "The combined company will be better positioned to compete effectively with the continually expanding array of entertainment alternatives that consumers have embraced since the Federal Communications Commission (FCC) first granted our satellite radio licenses a decade ago."

      "This combination is the next logical step in the evolution of audio entertainment," said Mel Karmazin, CEO of SIRIUS Satellite Radio. "Together, our best-in-class management team and programming content will create unprecedented choice for consumers, while creating long-term value for shareholders of both companies. The combined company will be positioned to capitalize on SIRIUS and XM's complementary distribution and licensing agreements to enhance availability of satellite radios, offer expanded content to subscribers, drive increased advertising revenue and reduce expenses. Each of our companies has a strong commitment to providing listeners the broadest range of music, news, sports and entertainment and the best customer service possible. We look forward to sharing the benefits of the exciting new growth opportunities this combination will provide with all of our stakeholders."

      The transaction is subject to approval by both companies' shareholders, the satisfaction of customary closing conditions and regulatory review and approvals, including antitrust agencies and the FCC. Pending regulatory approval, the companies expect the transaction to be completed by the end of 2007.

      SIRIUS's financial advisor on the transaction is Morgan Stanley and Simpson Thacher & Bartlett LLP and Wiley Rein LLP are acting as legal counsel. XM's financial advisor on the transaction is J.P. Morgan Securities Inc. and Skadden Arps, Slate, Meagher & Flom LLP; Jones Day; and Latham & Watkins LLP are acting as legal counsel.

      Conference Call and Webcast Information

      The companies will hold a joint conference call and webcast on Tuesday, February 20, 2007 at 8:30 AM ET to discuss this announcement. The conference call can be monitored by dialing 800-573-4840 within the U.S. and 617-224-4326 for all other locations, passcode 29490052. The webcast can be accessed at http://www.sirius.com/ and http://www.xmradio.com/ as well as on their satellite radio services by tuning to SIRIUS channel 122 and XM channel 200. The webcast will be archived at http://www.sirius.com/ and http://www.xmradio.com/.

      About SIRIUS

      SIRIUS, "The Best Radio on Radio," delivers more than 130 channels of the best programming in all of radio. SIRIUS is the original and only home of 100% commercial free music channels in satellite radio, offering 69 music channels. SIRIUS also delivers 65 channels of sports, news, talk, entertainment, traffic, weather and data. SIRIUS is the Official Satellite Radio Partner of the NFL, NASCAR, NBA and NHL, and broadcasts live play-by-play games of the NFL, NBA and NHL, as well as live NASCAR races. All SIRIUS programming is available for a monthly subscription fee of only $12.95.

      SIRIUS Internet Radio (SIR) is a CD-quality, Internet-only version of the SIRIUS radio service, without the use of a radio, for the monthly subscription fee of $12.95. SIR delivers more than 75 channels of talk, entertainment, sports, and 100% commercial free music.

      SIRIUS products for the car, truck, home, RV and boat are available in more than 25,000 retail locations, including Best Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's Club, RadioShack and at http://shop.sirius.com/.

      SIRIUS radios are offered in vehicles from Audi, Bentley, BMW, Chrysler, Dodge, Ford, Infiniti, Jaguar, Jeep®, Land Rover, Lexus, Lincoln, Mercury, Maybach, Mazda, Mercedes-Benz, MINI, Mitsubishi, Nissan, Rolls Royce, Scion, Toyota, Volkswagen, and Volvo. Hertz also offers SIRIUS in its rental cars at major locations around the country.

      Click on http://www.sirius.com/ to listen to SIRIUS live, or to purchase a SIRIUS radio and subscription.

      About XM

      XM (NASDAQ: XMSR) is America's number one satellite radio company with more than 7.6 million subscribers. Broadcasting live daily from studios in Washington, DC, New York City, Chicago, the Country Music Hall of Fame in Nashville, Toronto and Montreal, XM's 2007 lineup includes more than 170 digital channels of choice from coast to coast: commercial-free music, premier sports, news, talk radio, comedy, children's and entertainment programming; and the most advanced traffic and weather information.

      XM, the leader in satellite-delivered entertainment and data services for the automobile market through partnerships with General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki and Toyota is available in 140 different vehicle models for 2007. XM's industry-leading products are available at consumer electronics retailers nationwide. For more information about XM hardware, programming and partnerships, please visit http://www.xmradio.com/.

      Forward Looking Statements

      This press release 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 the benefits of the business combination transaction involving Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc., including potential synergies and cost savings and the timing thereof, future financial and operating results, the combined company's plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," or words of similar meaning. Such forward- looking statements are based upon the current beliefs and expectations of SIRIUS' and XM's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS and XM. Actual results may differ materially from the results anticipated in these forward-looking statements.

      The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statement: general business and economic conditions; the performance of financial markets and interest rates; the ability to obtain governmental approvals of the transaction on a timely basis; the failure of SIRIUS and XM shareholders to approve the transaction; the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; the businesses of SIRIUS and XM may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; and operating costs and business disruption following the merger, including adverse effects on employee retention and on our business relationships with third parties, including manufacturers of radios, retailers, automakers and programming providers. Additional factors that could cause SIRIUS' and XM's results to differ materially from those described in the forward-looking statements can be found in SIRIUS' and XM's Annual Reports on Form 10-K for the year ended December 31, 2005, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 which are 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 Sirius and XM disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this press release.

      Important Additional Information Will be Filed with the SEC

      This communication is being made in respect of the proposed business combination involving SIRIUS and XM. In connection with the proposed transaction, SIRIUS plans to file with the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of SIRIUS and XM plan to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of SIRIUS and XM. INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

      Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by SIRIUS and XM through the web site maintained by the SEC at http://www.sec.gov/. Free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC can also be obtained by directing a request to Sirius Satellite Radio Inc., 1221 Avenue of the Americas, New York, NY 10020, Attention: Investor Relations or by directing a request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, NE Washington, DC 20002, Attention: Investor Relations.

      SIRIUS, XM and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding SIRIUS' directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2005, which was filed with the SEC on March 13, 2006, and its proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on April 21, 2006, and information regarding XM's directors and executive officers is available in XM's Annual Report on Form 10-K, for the year ended December 31, 2005, which was filed with the SEC on March 3, 2006 and its proxy statement for its 2006 annual meeting of shareholders, which was filed with the SEC on April 25, 2006. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.

      Comment

      • FORD
        ROTH ARMY MODERATOR

        • Jan 2004
        • 58787

        #4
        Yeah, if they cut Fungus 53, I'm gonna have to kill someone
        Eat Us And Smile

        Cenk For America 2024!!

        Justice Democrats


        "If the American people had ever known the truth about what we (the BCE) have done to this nation, we would be chased down in the streets and lynched." - Poppy Bush, 1992

        Comment

        • WACF
          Crazy Ass Mofo
          • Jan 2004
          • 2920

          #5
          Yeah really...that is what is nice about XM....I pay for radio for a reason.

          Today Lounge had control of the Boneyard for an hour and a half...LOL...

          Comment

          • knuckleboner
            Crazy Ass Mofo
            • Jan 2004
            • 2927

            #6
            Originally posted by WACF
            In a few minutes G 'N R's guitar player(Bumblefoot?...what the fuck is it with GNR and stupid names for guitar players) is the guest.

            i heard that. interesting guitar work. not the greatest of singers, by ANY stretch. but he seemed like a decent guy.


            i only have XM for the music. as long as i still have the choices, i'm fine with a merger. (and i'm not opposed to picking up the NFL...)

            Comment

            • PlexiBrown
              Commando
              • Mar 2006
              • 1264

              #7
              I was listening to Eddie Trunk recently and he was saying how he does a lot of research before posting or broadcasting information and news about bands to avoid posting misinformation but he still has Rikks made up interview on his website.
              And God heard the voice of the lad. Then the angel of God called to Hagar out of heaven, and said to her, “What ails you, Hagar? Genesis 21:17

              Comment

              • WACF
                Crazy Ass Mofo
                • Jan 2004
                • 2920

                #8
                Originally posted by knuckleboner
                i heard that. interesting guitar work. not the greatest of singers, by ANY stretch. but he seemed like a decent guy.


                i only have XM for the music. as long as i still have the choices, i'm fine with a merger. (and i'm not opposed to picking up the NFL...)
                Cool interview...I agree he seemed like a good guy.
                Darn right on the singing...he can not carry a tune in a bucket.

                From what I have heard no channels will be eliminated...I hope that is true.
                I listen to BoneYard at least a few hours a day......I would hate to end up with Hair Nation.

                I understand they will be having a dual sub deal and some sport package options...we will see.

                Comment

                • WACF
                  Crazy Ass Mofo
                  • Jan 2004
                  • 2920

                  #9
                  Originally posted by PlexiBrown
                  I was listening to Eddie Trunk recently and he was saying how he does a lot of research before posting or broadcasting information and news about bands to avoid posting misinformation but he still has Rikks made up interview on his website.

                  The guy is an encylopedia of information.

                  The news section of his site has this disclaimer:

                  PLEASE NOTE THIS NEWS FEATURE IS NOT WRITTEN BY EDDIE TRUNK, BUT BY DSR . ALL WRITERS ARE CREDITED AS ARE THE SOURCES. THE VIEWS AND OPINIONS DO NOT ALWAYS REFLECT THOSE OF EDDIE TRUNK. OFTEN THESE ARE REPRINTS OF STORIES THAT HAVE APPEARED ELSEWHERE. AGAIN, SOURCES ARE CREDITED IN ALL CASES.

                  Regardless...someone should of pulled the story.

                  Comment

                  • Figs
                    Crazy Ass Mofo
                    • Jun 2004
                    • 2942

                    #10
                    if this isn't antitrust, i'm not sure twat is.....

                    Comment

                    • Mr. Vengeance
                      Full Member Status

                      • Nov 2004
                      • 4148

                      #11
                      XM's music channels PALE in comparison to Sirius channels. I'd be more worried that some of those shitty XM stations take over for my Sirius faves.

                      I see rate increases with no competition, and I resent now having part of my $14 a month going to pay Faggie and Fagthony.
                      Stay Frosty, muthas!

                      Comment

                      • WACF
                        Crazy Ass Mofo
                        • Jan 2004
                        • 2920

                        #12
                        XM's rock blows Sirius away...unless of course top 40 is your thing.

                        To be fair...there is nothing on Sirius like The BoneYard...Hair Nation is weak.
                        Squizz owns Octane.
                        Hard Attack is better that Liquid Metal though.

                        O & A...I just can not get into them at all...but then I think Stern is just a wore out fart joke himself.

                        The nice thing here is perhaps this means more NHL and CFL for XM and MLB for SIRIUS.

                        Last edited by WACF; 02-21-2007, 02:34 AM.

                        Comment

                        • knuckleboner
                          Crazy Ass Mofo
                          • Jan 2004
                          • 2927

                          #13
                          Originally posted by WACF
                          he can not carry a tune in a bucket.
                          don't you mean he can't carry a tune in a bucket...head?...

                          Comment

                          • Mr. Vengeance
                            Full Member Status

                            • Nov 2004
                            • 4148

                            #14
                            Originally posted by WACF
                            XM's rock blows Sirius away...unless of course top 40 is your thing.

                            To be fair...there is nothing on Sirius like The BoneYard...Hair Nation is weak.
                            Squizz owns Octane.
                            Hard Attack is better that Liquid Metal though.

                            O & A...I just can not get into them at all...but then I think Stern is just a wore out fart joke himself.

                            The nice thing here is perhaps this means more NHL and CFL for XM and MLB for SIRIUS.
                            Hair Nation rips to fuck Xm's pussy version.

                            XM sucks. period.
                            Stay Frosty, muthas!

                            Comment

                            • hideyoursheep
                              ROTH ARMY ELITE
                              • Jan 2007
                              • 6351

                              #15
                              Originally posted by WACF
                              XM's rock blows Sirius away...unless of course top 40 is your thing.

                              To be fair...there is nothing on Sirius like The BoneYard...Hair Nation is weak.
                              Squizz owns Octane.
                              Hard Attack is better that Liquid Metal though.

                              O & A...I just can not get into them at all...but then I think Stern is just a wore out fart joke himself.

                              The nice thing here is perhaps this means more NHL and CFL for XM and MLB for SIRIUS.
                              Signing Oprah and playing commercials killed XM.
                              Why run ads on sat. channels? That's what turned me off of regular radio. That and QueerChannel owning every goddam station.
                              I have never laughed out loud in traffic until I got Sirius. It was a matter of time before Stern pulled it off.

                              Comment

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