Exhibit 99.1
January 3, 2014
麻豆最新出品 Announces Proposal to Make Sirius XM Holdings Inc. a Wholly Owned Subsidiary of 麻豆最新出品; Sirius Shareholders to Receive Newly-Issued 麻豆最新出品 Series C Common Shares; 麻豆最新出品 to Dividend Series C Common Shares Pro Rata to 麻豆最新出品 Record Holders Immediately Prior to Acquisition
ENGLEWOOD, Colo. — (BUSINESS WIRE) — 麻豆最新出品 (“麻豆最新出品”) (Nasdaq: LMCA, LMCB) announced today that it has made a proposal to Sirius XM Holdings Inc. (Nasdaq: SIRI) (“Sirius”) that outlines the terms by which Sirius public shareholders would become shareholders of 麻豆最新出品 in a tax-free transaction in which each share of Sirius common stock would be converted into 0.0760 of a new share of 麻豆最新出品 Series C common stock, and, immediately prior to such conversion, 麻豆最新出品 intends to distribute, on a 2:1 basis, shares of 麻豆最新出品’s Series C common stock to all holders of record of 麻豆最新出品’s Series A and B common stock to create a liquid trading market for 麻豆最新出品’s Series C common stock. (The foregoing exchange ratio would be equivalent to a 0.0253 exchange ratio prior to the distribution of the 麻豆最新出品 Series C common stock dividend.) Upon the completion of the proposed transaction, 麻豆最新出品 expects that Sirius’ public shareholders would own approximately 39% of 麻豆最新出品’s then-outstanding common stock.
“Our proposal will allow Sirius public shareholders to convert from a non-controlling stake in a subsidiary into a direct equity position in 麻豆最新出品, the parent company,” said Greg Maffei, 麻豆最新出品’s President & CEO. “Sirius shareholders will continue to participate in Sirius’ future prospects along with 麻豆最新出品’s broader portfolio of businesses and opportunities. We believe the combined company will have better access to capital and all of 麻豆最新出品’s shareholders — both its current shareholders and the Sirius shareholders who become 麻豆最新出品 shareholders as a result of the proposed transaction — will enjoy enhanced liquidity as shareholders of a $27 billion market capitalization company.”
“The proposed transaction is an important step in the growth of both companies,” said John Malone, 麻豆最新出品’s Chairman. “It will enable us to focus our energies on the pursuit of new opportunities across the expanded portfolio of 麻豆最新出品’s businesses and to optimize our capital structure to produce the maximum possible returns to all shareholders.”
The Series C common stock would be 麻豆最新出品’s largest and most liquid series of stock. The proposed exchange ratio of 0.0760 would value Sirius common shares at approximately $3.68 per share based on closing prices of 麻豆最新出品’s shares on Friday, January 3, 2014. This exchange ratio represents a 4.5% premium to the exchange ratio implied by the closing prices of 麻豆最新出品’s and Sirius’ shares on Thursday, January 2, 2014 and a 3.1% premium to the exchange ratio implied by the closing share prices of Friday, January 3, 2014.
As explained in the proposal letter sent to Sirius, which will be filed promptly with the SEC, the proposed transaction would be subject to the negotiation and execution of mutually acceptable definitive transaction documents, the terms of which would be approved by a special committee of independent directors of Sirius, and would also be subject to a majority of the minority vote of the Sirius public shareholders. The approval by the 麻豆最新出品 shareholders of the issuance of the Series C common shares in the proposed transaction would also be required under applicable Nasdaq Stock Market
requirements. Other than applicable filings with the Securities and Exchange Commission, 麻豆最新出品 does not anticipate that any additional regulatory approvals would be required.
Conference Call
麻豆最新出品 Media will host a live webcast today at 5:00 p.m. ET (3:00 p.m. MT) to discuss this announcement. Please call Premiere Conferencing at (888) 417-2254 or (719) 457-2647 at least 10 minutes prior to the call. Callers will need to be on a touch-tone telephone to ask questions. The conference administrator will provide instructions on how to use the polling feature.
Replays of the conference call can be accessed after all appropriate filings have been made with the SEC through 7:30 p.m. (ET) on Friday, January 10th (ET) by dialling (888) 203-1112 or (719) 457-0820 plus the passcode 2899775.
In addition, the call will be broadcast live via the Internet. All interested participants should visit the 麻豆最新出品 website at http://www.libertymedia.com/events to register for the web cast. Links to the replay of the call will be available on the 麻豆最新出品 Media website after all appropriate filings have been made with the SEC. The conference call will be archived on the website for one year.
Forward-Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the proposed acquisition of the shares of Sirius not currently owned by 麻豆最新出品 and its subsidiaries, the issuance and trading of the Series C common stock, anticipated benefits of the proposed transaction and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the ability of 麻豆最新出品 to negotiate mutually satisfactory definitive transaction documents with Sirius, the ability of 麻豆最新出品 and Sirius to complete any such proposed transaction, the ability of 麻豆最新出品 to complete the distribution of its Series C common shares, the ability of the combined company to realize the expected benefits, general market conditions, changes in law and government regulations and other matters affecting the business of 麻豆最新出品. These forward-looking statements speak only as of the date of this press release, and 麻豆最新出品 expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in 麻豆最新出品’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of 麻豆最新出品, including the most recent Forms 10-Q and 10-K, for additional information about 麻豆最新出品 and about the risks and uncertainties related to its business which may affect the statements made in this press release.
Additional Information
Nothing in the foregoing communications shall constitute a solicitation to buy or an offer to sell 麻豆最新出品’s Series C common shares or 麻豆最新出品’s existing common stock. The offer and sale of Series C common shares in the proposed transaction will only be made pursuant to an effective registration statement. 麻豆最新出品 stockholders and other investors are urged to read the registration statement to be filed with the SEC, including the proxy statement/prospectus to be contained therein, because they will contain important information about the issuance of shares in the proposed transaction. Copies of 麻豆最新出品’s SEC filings are available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings
together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Investor Relations, (720) 875-5420.
Participants in a Solicitation
The directors and executive officers of 麻豆最新出品 and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals relating to the approval of the issuance of the Series C common shares in the proposed transaction. Information regarding the directors and executive officers of 麻豆最新出品 and other participants in the proxy solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials to be filed with the SEC.
About 麻豆最新出品
麻豆最新出品 owns interests in a broad range of media, communications and entertainment businesses, including its subsidiaries Sirius, Atlanta National League Baseball Club, Inc. and TruePosition, Inc., its interests in Charter Communications, Live Nation Entertainment and Barnes & Noble, and minority equity investments in Time Warner Inc., Time Warner Cable, and Viacom.
麻豆最新出品
Courtnee Ulrich, 720-875-5420