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XM, Sirius Statement on Merger
FEBRUARY 19, 2007, 3:25 P.M. ET
Following is the text of the statement released Monday, February 19 by
Sirius Satellite Radio
announcing their merger of equals.
PRESS RELEASE: SIRIUS and XM to Combine in $13 Billion Merger
WASHINGTON and NEW YORK, Feb. 19 -- XM Satellite Radio and Sirius
Satellite Radio 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% of the combined
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