- Significant Shareholders Elect Cash Consideration in Proposed Recapitalization Go-Private Transaction -
TORONTO, Aug. 11, 2016 /CNW/ - Sirius XM Canada Holdings Inc. ("SiriusXM Canada" or the "Company") (TSX: XSR), the parent of Sirius XM Canada Inc., announced that two of its largest shareholders, Slaight Communications Inc. ("Slaight") and Canadian Broadcasting Corporation ("CBC"), have confirmed to the Company that they intend to vote in favour of the arrangement resolution at the upcoming special meeting of shareholders and will elect to receive solely cash consideration in the pending recapitalization of the Company. As a result of this cash election, the total transaction consideration that may be paid, at the election of shareholders, in the form of shares of Sirius XM Holdings Inc. ("SIRI") whether directly or indirectly through shares exchangeable for SIRI shares will increase to approximately 74% from approximately 50%. This would represent a current value of approximately C$4.83 per Class A Share if all remaining shareholders elect the maximum SIRI share consideration (approximately 74% in SIRI share consideration and approximately 26% in cash consideration).
Slaight and CBC collectively own approximately 22.5% of the outstanding shares of the Company on a converted basis. This election by Slaight will not impact its interest in the recapitalized private company post-closing. The current value of approximately C$4.83 per Class A Share is based on yesterday's closing price of US$4.21 per SIRI share and the Bank of Canada noon exchange rate of C$1.306 per US dollar, and the fixed exchange ratio of 0.898 SIRI shares and cash consideration of $4.50 per Class A Share under the plan of arrangement. The current value represents a premium of approximately 31% to the unaffected closing price of C$3.68 per Class A Share on the TSX on February 11, 2016 (the date prior to the Company's announcement that it had been approached regarding a potential corporate transaction). The price per SIRI share and the US dollar exchange rate are both subject to change.
SiriusXM Canada also confirmed that it strongly disagrees with the recent press release issued by certain dissident shareholders which makes claims that the Company believes are entirely without merit and mischaracterizes important facts and circumstances underlying the transaction. The dissidents, among other things, incorrectly took issue with the methodology used in the independent formal valuation and two fairness opinions obtained by the Company, claiming certain factors were not considered when in fact they were. The special independent committee of directors (the "Special Committee") engaged two highly reputable firms to provide the formal valuation and two fairness opinions, and each firm undertook a thorough and detailed process and conducted extensive analysis of all relevant facts and assumptions. Importantly, based on the independent work of each firm, both arrived at the same conclusion: the transaction is fair from a financial point of view to minority shareholders.
The Special Committee 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 Company's management information circular ("Circular") that was filed on August 2, 2016.
SiriusXM Canada encourages Company shareholders to carefully read the Circular as it contains important information, including a full description of the plan of arrangement, background details on the extensive review and negotiation process undertaken, the detailed reasons behind the Special Committee's recommendation in favour of the proposed transaction, as well as the complete independent third-party formal valuation and fairness opinion prepared by Ernst & Young LLP and fairness opinion prepared by National Bank Financial Inc. The Circular is available on SEDAR at www.sedar.com and on the Company's dedicated transaction website at www.siriusxmcanadatransaction.ca. The Circular was also mailed to all shareholders of record on July 29, 2016.
How to Vote
Registered Shareholders: vote by mail, fax, phone, online or in person at the special meeting.
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 [email protected] or the Company's transfer agent and depositary, CST Trust Company at 1-800-387-0825 or by email at [email protected]. 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, voting support and consideration elections by significant shareholders (including elections by Slaight and CBC), the forms of consideration available to Company shareholders, 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 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 2.7 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.
SOURCE SiriusXM Canada
For further information: Odeta Kellici, SiriusXM Canada, Tel: 416-513-7416, [email protected]; Kristen Dickson, NATIONAL Equicom, Tel: 416-848-1429, [email protected]; D.F. King, Tel: 1-866-822-1238, toll free in North America, [email protected]