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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 announcement ·  Jun 17 06:25
Summary by Moomoo AI
On June 16, 2024, Sirius XM Holdings Inc., known as SiriusXM, announced amendments to its December 2023 agreements with Liberty Media Corporation and its subsidiaries in preparation for a significant corporate restructuring. The amendments involve adjustments to the exchange ratios in the Reorganization Agreement and the Merger Agreement, which will result in a reduction of the total number of outstanding shares of New Sirius common stock post-transaction. Specifically, the exchange ratio changes will decrease the number of New Sirius shares issued to Liberty SiriusXM Common Stock holders by 90%, and SiriusXM common stockholders will receive 1 New Sirius share for every 10 SiriusXM shares held, with cash paid for fractional shares. These changes aim to preserve the economic intentions of the original December 2023 announcement while...Show More
On June 16, 2024, Sirius XM Holdings Inc., known as SiriusXM, announced amendments to its December 2023 agreements with Liberty Media Corporation and its subsidiaries in preparation for a significant corporate restructuring. The amendments involve adjustments to the exchange ratios in the Reorganization Agreement and the Merger Agreement, which will result in a reduction of the total number of outstanding shares of New Sirius common stock post-transaction. Specifically, the exchange ratio changes will decrease the number of New Sirius shares issued to Liberty SiriusXM Common Stock holders by 90%, and SiriusXM common stockholders will receive 1 New Sirius share for every 10 SiriusXM shares held, with cash paid for fractional shares. These changes aim to preserve the economic intentions of the original December 2023 announcement while improving the trading dynamics and attractiveness of New Sirius Common Stock to investors. Additionally, Sirius XM Radio Inc. plans to convert to a limited liability company before the transaction closes, pending approval under the Communications Act of 1934. The closing of the transaction is expected in the third quarter of 2024, with approvals from Liberty's Board of Directors, the SiriusXM Special Committee, and SiriusXM's Board of Directors already in place. Liberty Radio, LLC, a majority shareholder of SiriusXM, has consented to the amendments, eliminating the need for a stockholder meeting. The amendments are detailed in exhibits filed with the SEC and are part of a larger effort to complete the restructuring as soon as practicable.

This announcement is a separate document:

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