Sirius XM Inc Confirms receipt of all stock takeover offer from Liberty Media; special committee to review the offer
- SiriusXM's Board of Directors received a non-binding letter from Liberty Media Corporation proposing a transaction pursuant to which all outstanding shares of common stock of the Company not owned by Liberty would be converted into the right to receive 0.0760 of a new share of Liberty Series C common stock. Liberty has indicated that immediately prior to such conversion, Liberty intends to distribute, on a 2:1 basis, shares of Liberty's Series C common stock to all holders of record of Liberty's Series A and B common stock. Upon the completion of the proposed transaction, Liberty indicated that it expects that SiriusXM's public stockholders would own approximately 39% of Liberty's then-outstanding common stock.
- SiriusXM's Board of Directors intends to form a Special Committee of independent directors to consider Liberty's proposal. Liberty's proposal noted that the transaction will be conditioned on the approval of both a Special Committee and a majority of the public stockholders of SiriusXM, other than Liberty. Liberty also noted that the approval by the Liberty shareholders of the issuance of the Series C common shares in the proposed transaction would also be required under applicable Nasdaq Stock Market requirements.