TORONTO, May 25, 2017 /CNW/ - Sirius XM Canada Holdings Inc. ("SiriusXM Canada" or the "Company") (TSX: XSR), the parent of Sirius XM Canada Inc., is pleased to announce that it has completed its previously announced statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario), pursuant to which, among other things, all of the shares of the Company were acquired by 2517835 Ontario Inc., a corporation owned by Slaight Communications Inc., Obelysk Media Inc. and Sirius XM Radio Inc. (the "Arrangement").
The Arrangement, which was announced on May 13, 2016, was approved by shareholders of the Company at the special meeting of shareholders held on August 30, 2016, by the Ontario Superior Court of Justice (Commercial List) on September 6, 2016 and by the Canadian Radio-television and Telecommunications Commission (CRTC) on April 26, 2017.
Following the previously disclosed election deadline on May 18, 2017 and pursuant to the Arrangement: (a) an insufficient number of elections were made for exchangeable shares to be issuable, and therefore no exchangeable shares were issued on closing; (b) elections for Sirius XM Holdings Inc. ("SIRI") share consideration exceeded the maximum number of SIRI shares available for issuance, and therefore proration of 83.8879% was applied to elections for SIRI shares with the balance of such consideration being payable in cash; and (c) shareholders who did not make an election were deemed to elect cash consideration.
SiriusXM Canada's board of directors and special committee received financial advice from National Bank Financial Markets and Ernst & Young LLP as independent valuator and legal advice from Stikeman Elliott LLP, Blake, Cassels & Graydon LLP and Fasken Martineau DuMoulin LLP. Sirius XM Radio Inc. and Sirius XM Holdings Inc. received financial advice from J.P. Morgan Securities LLC and legal advice from Norton Rose Fulbright Canada LLP.
Company Shareholders who have not yet submitted their share certificates and letters of transmittal are encouraged to do so as soon as possible. Duly completed letters of transmittal and share certificates received by the Company's depositary on or before the sixth anniversary of the date hereof, shall entitle the relevant holder to receive the applicable cash consideration for each such share. Certificates representing Company shares that are not forwarded to the Company's depositary together with a properly completed and signed letter of transmittal and all other required documents on or before the sixth anniversary of the date hereof will cease to represent a claim by or interest of any former Company shareholder of any kind or nature against or in 2517835 Ontario Inc. or the Company.
A detailed description of the Arrangement, as well as an explanation of how registered Company shareholders can deposit and obtain payment for their Company shares is set forth in the management information circular dated July 29, 2016 (the "Circular") and the letter of transmittal and election form, each mailed to registered Company shareholders of record at the applicable time and available on the Company's SEDAR profile at www.sedar.com and, at present, on the Company's dedicated transaction website at www.siriusxmcanadatransaction.ca. Company shareholders are invited to contact the Company's depositary, CST Trust Company at 1-800-387-0825 with any questions regarding depositing and obtaining payment for their Company shares.
The Company has applied to delist its Class A Subordinate Voting Shares from the Toronto Stock Exchange and expects such delisting to be completed within three business days.
The owners of 2517835 Ontario Inc. will file early warning reports on SEDAR at www.sedar.com with respect to the closing of the Arrangement, which will also be available from the offices of the Company at 400-135 Liberty Street, Toronto, Ontario M6K 1A7.
Given the successful completion of the Arrangement, the Company's upcoming annual general meeting of shareholders, scheduled for June 29, 2017, will be cancelled.
Notice to Redeem 5.625% Senior Unsecured Notes
The Company also announced that it will be redeeming all of the Company's C$200 million outstanding 5.625% senior unsecured notes due April 23, 2021 (the "Existing Notes") at a redemption price equal to approximately 102.813% of the principal amount of the Existing Notes plus accrued and unpaid interest. A notice to redeem the Existing Notes has been provided to the indenture trustee with the redemption to occur on June 26, 2017.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this press release are forward-looking statements. These statements include, without limitation, statements relating to the recapitalization of the Company in a go-private transaction, the expected timing of the delisting of the Company's shares, the filing of an early warning report, delisting of the Company's Class A Subordinate Voting Shares, the redemption of the Existing Notes, the timing thereof and the redemption price therefor, and other statements that are not historical facts.
Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, we cannot guarantee that any forward-looking statement will materialize and we caution you against relying on any of these forward-looking statements. For a description of relevant assumptions and risks, please consult the Circular and the Company's 2016 Annual Information Form dated November 16, 2016, both filed with the Canadian provincial securities regulatory authorities (available at sedar.com) and which are also available on the Company's website at siriusxm.ca. Additional details regarding the Arrangement are disclosed in the Circular.
The forward-looking statements contained in this press release describe our expectations at the date of this press release and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise.
About SiriusXM Canada
Sirius XM Canada Holdings Inc. (TSX: XSR) operates as SiriusXM Canada. SiriusXM Canada, with more than 2.8 million subscribers, is the country's leading audio entertainment company and broadcasts more than 130 satellite radio channels featuring premier sports, news, talk, entertainment and commercial-free music. SiriusXM Canada offers an array of content from the most recognized news, entertainment and major sports brands including the NHL, NFL, NBA, MLB, NASCAR, CNN, CBC, FOX, BBC, Howard Stern, Disney, Comedy Central and more.
SiriusXM programming is available on a variety of devices including pre-installed and after-market radios in cars, trucks and boats, smartphones and mobile devices, and consumer electronics products for homes and offices. SiriusXM programming is also available online at www.siriusxm.ca and on Apple and Android-powered mobile devices.
SiriusXM Canada has partnerships with every major automaker and its radio products are available at more than 2,500 retail locations nationwide. To find out more about SiriusXM Canada (TSX: XSR), visit our website at www.siriusxm.ca.
SiriusXM Canada has been designated one of Canada's 50 Best Managed Companies seven years in a row and is currently a Platinum Club Member, in addition to 2013, 2014 and 2015 rankings in PROFIT 500's list of Canada's Fastest Growing Companies.
Join SiriusXM Canada on Facebook at facebook.com/siriusxmcanada, on Twitter at twitter.com/siriusxmcanada and on Youtube at youtube.com/siriusxmcanada.
SOURCE Sirius XM Canada Holdings Inc.
For further information: Odeta Kellici, SiriusXM Canada, 416-513-7416, Odeta.Kellici@siriusxm.ca; Craig MacPhail, NATIONAL Equicom, 416-586-1938, firstname.lastname@example.org