SiriusXM Canada Files Management Information Circular for Proposed Recapitalization Go-Private Transaction

TORONTO, Aug. 2, 2016 /CNW/ - Sirius XM Canada Holdings Inc. ("SiriusXM Canada" or the "Company") (TSX: XSR), the parent of Sirius XM Canada Inc., announced that it has filed its Management Information Circular (the "Circular") related to its previously announced proposed recapitalization go-private transaction (the "Arrangement"). A special meeting of shareholders (the "Meeting") of the Company is scheduled for Tuesday, August 30, 2016 at 10:00 a.m. eastern time at the TMX Broadcast Centre, Exchange Tower, 130 King Street West, Ground Floor, Toronto, Ontario, M5X 1J2.

The special independent committee of the board of directors of the Company and all non-interested members of the board of directors of the Company unanimously recommend that Company shareholders vote FOR the proposed transaction for the reasons set out in the Circular including, but not limited to:

It is a premium priced offer.

  • The C$4.50 cash consideration to be paid to holders of Class A Subordinate Voting Shares in the capital of the Company (the "Class A Shares") under the Arrangement represents a premium of 22.3% over the closing price of Class A Shares on the TSX on February 11, 2016 (the day prior to the Company's announcement that it had been approached regarding a potential corporate transaction) and a premium of 17.7% over the 20-day volume-weighted average trading price of the Class A Shares on the TSX for the period ending February 11, 2016.

Company shareholders have the opportunity to remain invested in the satellite radio market.

  • Company shareholders can elect to receive consideration in the form of publically traded shares of Sirius XM Holdings Inc. ("SIRI"), subject to certain limitations.
  • Company shareholders can elect to receive consideration in the form of exchangeable shares that are exchangeable into publically traded shares of SIRI, subject to certain limitations and satisfaction of certain conditions.
  • The maximum number of SIRI shares available for election (directly or indirectly through exchangeable shares) is 35 million, which represents approximately 50% of the offer consideration available for election by shareholders. Based on the July 28, 2016, closing price of US$4.36 per SIRI Share, the Bank of Canada noon exchange rate of C$1.3170 per US$1.00 and the fixed exchange ratio of 0.898 SIRI Shares under the Arrangement, if all shareholders were to elect to receive the maximum SIRI consideration, the offer value, as of end of day July 28, 2016 was approximately C$4.81 per Class A Share (based on proration at rate of 50%). The price per SIRI Share and the US dollar exchange rate are subject to change.

The consideration is fair from a financial point of view based on third-party opinions and is within the formal valuation range.

  • The Company received fairness opinions from Ernst & Young LLP and National Bank Financial Inc. confirming that the consideration to be received by the minority shareholders pursuant to the Arrangement is fair, from a financial point of view, to such holders.
  • Ernst & Young LLP prepared a formal valuation of the Class A Shares and the consideration to be paid to holders of Class A Shares under the Arrangement is within the range of C$3.96 to C$4.83 that was established by such formal valuation.

The Arrangement facilitates better strategic and economic alignment of the Company and SIRI, significantly reducing risks that would reasonably be expected to impact the Company's financial condition, results of operations and prospects, including its ability to pay dividends.

  • The Arrangement resolves risks associated with the Company's general dependence on SIRI and, following discussions undertaken as part of the evaluation of the Arrangement, contractual risk around the significant likelihood that the royalty rates paid by the Company to SIRI (under the Sirius and XM license agreements) could increase materially upon expiry and extension of such agreements.
  • The Arrangement removes exposure for Company shareholders to the Company's dispute with SIRI relating to the activation fees paid under the XM licence agreement.
  • The Company will be better positioned competitively as technology continues to evolve and competition increases from unlicensed competitors which may be foreign owned and controlled and are not subject to the same regulatory restrictions and fees as the Company.

Secured voting support.

  • The Continuing Canadian Shareholder Group (Slaight Communications Inc. and Obelysk Media Inc.) has entered into voting support agreements to vote their Company shares in favour of the Arrangement.
  • CBC announced its intention to vote in favour of the Arrangement.

SiriusXM Canada encourages Company shareholders to carefully read the Circular as it contains important information, including a full description of the Arrangement, background details on the extensive review and negotiation process undertaken, the detailed reasons behind the special independent committee's recommendation in favour of the proposed transaction, as well as the complete third-party formal valuation and fairness opinion prepared by Ernst & Young LLP and fairness opinion prepared by National Bank Financial Inc.

The Circular will be available on SEDAR at www.sedar.com and on the Company's dedicated transaction website at www.siriusxmcanadatransaction.ca. The Circular will also be mailed to all shareholders of record. The Company has fixed 5:00 p.m. eastern time on July 29, 2016 as the record date for the purpose of determining Company voting shareholders entitled to receive notice of and vote at the Meeting or any adjournment or postponement thereof.

Process of Approval
As described in greater detail in the Circular, the Arrangement is subject to, among other things, the approval by 66 2/3% of the votes cast by SiriusXM Canada voting shareholders voting as a single class, as well as by a majority of the votes cast by the holders of Class A Shares (other than interested Company shareholders for the purposes of such vote). The Arrangement is also subject to receipt of court and any necessary regulatory approvals, including Canadian Radio-television and Telecommunications Commission approval. On closing of the Arrangement, it is expected that SiriusXM Canada's shares will be delisted from the TSX. It is anticipated that the Arrangement will be completed as soon as all conditions have been satisfied or waived.

How to Vote
Registered Shareholders: vote by mail, fax, phone, online or in person at the special meeting.

Mail:


Fax:


Phone:


Online:

CST Trust Company,
P.O. Box 721
Agincourt, Ontario

M1S 0A1


Local: 416-368-2502

Toll free:
1-866-781-3111


Toll free:
1-888-489-5760


Email:
proxy@canstockta.com

Web:
www.cstvotemyproxy.com








Non-Registered Shareholders: intermediaries are required to forward the materials and to seek voting instructions in advance of the Meeting.

Votes must be submitted not later than 10:00 am eastern time on August 26, 2016, or if the Meeting is adjourned or postponed, prior to 10:00 am eastern time on the second business day before any adjourned or postponed Meeting.

For questions about the information contained in the Circular, or for assistance in completing the form of proxy or letter of transmittal and election form, please contact the proxy solicitation and information agent, D.F. King, toll free at 1-866-822-1238 (1-201-806-7301 by collect call) or by email at inquiries@dfking.com or the Company's transfer agent and depositary, CST Trust Company at 1-800-387-0825 or by email at inquiries@canstockta.com. Alternatively, for up-to-date information and convenience in voting please visit the website: www.siriusxmcanadatransaction.ca.

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 proposed recapitalization of the Company in a go-private transaction, approval of the Arrangement by Company shareholders, the court and regulatory authorities (including the Canadian Radio-Television and Telecommunications Commission) and the timing thereof, the forms of consideration available to Company shareholders, the expected timing and impact of the Arrangement, certain strategic, operational and financial benefits expected to result from the Arrangement, the Company's business outlook, risks, plans and strategic priorities, 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, XSR's 2015 Annual Information Form dated November 30, 2015, XSR's 2016 Third Quarter MD&A dated July 13, 2016, and XSR's news release dated May 13, 2016 announcing the Arrangement, all 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 August 2, 2016 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 2.7 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, 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 SiriusXM Canada

For further information: Odeta Kellici, SiriusXM Canada, Tel: 416-513-7416, Odeta.Kellici@siriusxm.ca; Kristen Dickson, NATIONAL Equicom, Tel: 416-848-1429, kdickson@national.ca; D.F. King, Tel: 1-866-822-1238 toll free in North America, inquiries@dfking.com


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