Sirius XM Canada Announces Election Deadline of May 18, 2017
TORONTO, April 27, 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 the Canadian Radio-television and Telecommunications Commission has issued a decision (Broadcasting Decision CRTC 2017-114) approving the transactions under the previously announced statutory plan of arrangement. In connection with the transactions, among other things, all of the shares of the Company will be acquired by 2517835 Ontario Inc., a corporation that on closing will be owned by three current major shareholders of the Company: Slaight Communications Inc., Obelysk Media Inc. and Sirius XM Radio Inc. (the "Arrangement"). The parties have extended the outside date by which the Arrangement must be completed to May 31, 2017.
"The CRTC decision marks the final milestone in the approval process and we believe that this transaction will better position the Company to deliver enhanced and expanded services to our valued subscriber base" said Mark Redmond, President and CEO of SiriusXM Canada.
The conditions to the completion of the Arrangement have now been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the effective date of the Arrangement). The parties to the arrangement agreement have set May 18, 2017 as the deadline (the "Election Deadline") for Company shareholders to make an election between cash, shares in Sirius XM Holdings Inc. ("SIRI"), or exchangeable shares, or a combination thereof.
Your election is important and we encourage you to take the time now to complete your election, and if you hold your shares through a broker, investment dealer, bank or trust company you are encouraged to immediately contact your representative to ensure they receive your instructions and give effect to your instructions prior to the deadline.
A detailed description of the Arrangement, as well as an explanation of how registered Company shareholders can elect, subject to applicable conditions and proration, cash, SIRI Shares, or exchangeable shares, or a combination thereof, and how registered Company shareholders can deposit and obtain payment for their Company shares once the Arrangement is completed is set forth in the management information circular dated July 29, 2016 (the "Circular") and the letter of transmittal and election form (the "Letter of Transmittal"), each mailed to registered Company shareholders and available on the Company's SEDAR profile at www.sedar.com and on the Company's dedicated transaction website at www.siriusxmcanadatransaction.ca.
Election of Consideration
Registered Company shareholders may make an effective election by depositing with the depositary under the Arrangement, on or prior to 5:00 p.m. (Toronto time) on May 18, 2017, a duly completed Letter of Transmittal indicating their election, together with the certificates, if any, representing their Company shares. Any Letter of Transmittal deposited with the depositary will be revocable up to the Election Deadline by written notice or by filing a later-dated Letter of Transmittal received by the depositary prior to the Election Deadline. A Letter of Transmittal may not be withdrawn by a Company shareholder after the Election Deadline.
Non-registered Company shareholders that hold shares through an intermediary, such as a broker, investment dealer, bank or trust company, should carefully follow the instructions and deadlines from the intermediary that holds Company shares on their behalf in order to make an election. Non-registered Company shareholders wishing to receive exchangeable shares as part of the consideration under the Arrangement are required to instruct the intermediary that holds Company shares on their behalf to withdraw all Company shares held on their behalf and have such Company shares registered in their name. Non-registered Company shareholders that hold their shares through the Depositary Trust Company are required to have their Company shares transferred to CDS Clearing and Depository Services Inc. ("CDS") or a CDS participant in order to make an effective election.
Non-registered Company shareholders are encouraged to contact the intermediary that holds Company shares on their behalf with any questions about their election. Shareholders who may have made an election through an intermediary prior to the date of this press release may wish to contact their intermediary prior to the Election Deadline to verify that their election has been made properly.
The availability of exchangeable share consideration is subject to Company shares being exchanged for exchangeable shares having an aggregate equivalent value of at least $25,000,000. An election by a Company shareholder to receive SIRI Shares or exchangeable shares is also subject to proration and rounding, as the maximum number of SIRI Shares and exchangeable shares that may be issued pursuant to the Arrangement is 35,000,000. Therefore, Company shareholders who have elected to receive either SIRI Shares or exchangeable shares may ultimately receive a combination of cash and share consideration (whether in the form of SIRI Shares or exchangeable shares) by operation of the proration and rounding provisions of the Arrangement.
Any Company shareholder who does not deposit with the depositary a duly completed Letter of Transmittal prior to the Election Deadline, or otherwise fails to comply with the requirements of the Letter of Transmittal, shall be deemed to have elected to receive cash consideration in respect of such holder's Company shares.
Company shareholders are encouraged to contact the Company's depositary, CST Trust Company at 1-800-387-0825 (North America) or [email protected] with any questions regarding completing the Letter of Transmittal and making an effective election.
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, the forms of consideration available to Company shareholders, the expected timing of the Arrangement and its closing, 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 XSR'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 2.7 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 http://www.siriusxm.ca.
SiriusXM Canada has been designated one of Canada's 50 Best Managed Companies eight 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 Sirius XM Canada Holdings Inc.
For further information: Odeta Kellici, SiriusXM Canada, Tel: 416-513-7416, [email protected]; Craig MacPhail, NATIONAL Equicom, Tel: 416-586-1938, [email protected]; CST Trust Company, 1-800-387-0825 (North America), [email protected]