/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, March 26, 2012 /CNW/ - Canadian Satellite Radio Holdings Inc. ("SiriusXM Canada" or the "Company") (TSX: XSR), parent of SiriusXM Canada Inc., announced today that two of its shareholders, CSRI Inc. and Slaight Communications Inc. (collectively, the "Selling Shareholders") have completed the sale of an aggregate of 8,000,000 Class A Subordinate Voting Shares of the Company ("Class A Shares") at a price of $3.00 per share.
The offering was completed on a bought deal basis by an underwriting syndicate comprised of Canaccord Genuity Corp. and National Bank Financial Inc. Consistent with the previously announced offering terms, CSRI Inc. sold 6,000,000 Class A Shares, and Slaight Communications Inc. sold 2,000,000 Class A Shares. SiriusXM Canada did not receive any proceeds from the offering.
"The successful completion of this secondary offering significantly increases the size and liquidity of the Company's publicly traded float," said Mark Redmond, President and CEO of Sirius XM Canada. "The interest in the Company was overwhelming. I welcome our new institutional and individual shareholders who have expressed confidence in the future of SiriusXM Canada."
Immediately following closing, CSRI Inc. owns 62,390,124 Class B Voting Shares ("Class B Shares") and Slaight Communications Inc. owns 47,570,361 Class B Shares. The Class A Shares sold under the terms of the offering had previously been held by the Selling Shareholders in the form of Class B Shares which were converted to Class A Shares effective March 19, 2012 on a three-for-one basis, consistent with the terms of the Company's articles.
In accordance with the existing governance agreement between the Company and Sirius XM Radio Inc. ("Sirius XM"), and to ensure that all requirements relating to the Canadian ownership and control are complied with as contemplated in the Company's articles, effective on March 19, 2012, Sirius XM converted 8,202,941 Class B Shares to 2,734,314 Class A Shares in order to remain at a 25% voting interest. Immediately following such conversion, Sirius XM owns 39,060,258 Class A Shares and 22,764,739 Class B Shares.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the Class A Shares in any state, territory or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state, territory or jurisdiction. The Class A Shares have not been, and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or compliance with an applicable exemption from the registration requirements under U.S. securities laws.
About SiriusXM Canada
Canadian Satellite Radio Holdings Inc. (TSX: XSR) operates as SiriusXM Canada. SiriusXM Canada is the country's leading audio entertainment company and broadcasts more than 120 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 and entertainment brands as well as from professional sports leagues including the NHL, NFL, MLB and CFL.
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.sirius.ca and www.xmradio.ca and on Apple, BlackBerry and Android-powered mobile devices.
SiriusXM Canada has partnerships with every major automaker and its radio products are available at more than 3,000 retail locations nationwide. To find out more about Sirius XM Canada (TSX: XSR), visit our website at www.siriusxm.ca.
Certain statements included above may be forward-looking in nature. Such statements can be identified by the use of forward-looking terminology such as "expects," "may," "will," "should," "intend," "plan," or "anticipates" or the negative thereof or comparable terminology, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact, including with respect to future operating performance and merger benefits and costs synergies. Although SiriusXM Canada believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. SiriusXM Canada's forward-looking statements are expressly qualified in their entirety by this cautionary statement. SiriusXM Canada makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as required by applicable law. Additional information identifying risks and uncertainties is contained in Canadian Satellite Radio Holdings Inc.'s filings with the Canadian securities regulators, available at www.sedar.com.
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