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Sirius XM | 425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions

SEC · Jun 17, 2024 18:20

SIRI -0.13%

Summary by Moomoo AI

On June 16, 2024, Liberty Media Corporation, the parent company of Sirius XM Holdings Inc., announced amendments to its Reorganization Agreement and Merger Agreement, initially dated December 11, 2023. These amendments are related to the planned split-off of Liberty Sirius XM Holdings Inc. ('New Sirius') from Liberty Media and the subsequent merger of New Sirius with Sirius XM Holdings, resulting in Sirius XM Holdings becoming a wholly owned subsidiary of New Sirius. The amendments adjust the exchange ratios to reduce the total number of outstanding shares of New Sirius common stock by 90% post-transaction, aiming to preserve the economics of the deal while improving the trading dynamics and attractiveness of New Sirius common stock to investors. The changes will not affect stockholders' percentage interests in New Sirius, except for adjustments due to fractional shares being paid out in cash. Liberty Media's Board of Directors, the Special Committee of Sirius XM Holdings, and Sirius XM Holdings' Board of Directors have approved the amendments. Liberty Media's Board has recommended that its shareholders vote in favor of the amended Split-Off. Liberty Radio, LLC, a subsidiary holding a majority of Sirius XM Holdings common stock, has consented to the amended Merger Agreement, eliminating the need for a stockholder meeting. The closing of the transactions is expected in the third quarter of 2024.

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