TORONTO, Aug. 30, 2016 /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 a special majority of voting shareholders (the "Company Voting Shareholders"), including a majority of disinterested Company Voting Shareholders, have approved the special resolution (the "Arrangement Resolution") authorizing a 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 will be acquired by 2517835 Ontario Inc. (the "Arrangement").
The Arrangement Resolution was approved by 89.14% of the 121,792,144 votes cast by Company Voting Shareholders, and 65.91% of the 38,781,229 votes cast by disinterested Company Voting Shareholders, present in person or represented by proxy at the special meeting of shareholders held earlier today. The Company has therefore satisfied its shareholder approval requirements in respect of the Arrangement Resolution, being approval by not less than (i) 66 2/3% of the votes cast by Company Voting Shareholders voting as a single class, and (ii) a majority of the votes cast by disinterested Company Voting Shareholders.
"The strong voting support in favour of the transaction clearly demonstrates that our shareholders recognize that it is an opportunity for them to best maximize the value of their current investment, be it by taking advantage of the premium cash offer, remaining invested in the North American market opportunity, or a combination of both," said Mark Redmond, President and CEO of SiriusXM Canada. With these shareholder approvals in place, we will continue to work to secure the necessary regulatory approvals to close the transaction in a timely manner."
The Arrangement is subject to the approval and issuance of a final order by the Ontario Superior Court of Justice (Commercial List) (the "Court"), the receipt of regulatory approval from the Canadian Radio-television and Telecommunications Commission and the satisfaction or waiver of other customary closing conditions. The Company and the Court have been advised by the investor group, which had opposed the arrangement to date, that it will not be appearing to oppose approval of the Arrangement at the fairness hearing. The fairness hearing, at the request of the Court, has been adjourned from Friday, September 2, 2016 to Tuesday, September 6, 2016 at 9:30 am (EST). In addition, the Company has confirmed that no shareholders exercised dissent rights in connection with the Arrangement Resolution.
Letter of Transmittal and Election Form
Enclosed with the management information circular dated July 29, 2016 (the "Circular"), and mailed to registered Company shareholders, was a letter of transmittal and election form (the "Letter of Transmittal") explaining how registered Company shareholders can elect, subject to applicable conditions and proration, cash, shares in Sirius XM Holdings Inc. ("SIRI"), or exchangeable shares, or a combination thereof, as well as how registered Company shareholders can deposit and obtain payment for their Company shares once the Arrangement is completed. The availability of exchangeable share consideration is subject to receipt of the exemptive relief, as described in the Circular, and Company shares being exchanged for exchangeable shares having an aggregate equivalent value of at least $25,000,000. Non-registered Company shareholders should carefully follow the instructions from the intermediary that holds Company shares on their behalf in order to make an election. A copy of the Letter of Transmittal is also available on SEDAR at www.sedar.com and on the Company's dedicated transaction website at www.siriusxmcanadatransaction.ca
The Company will provide at least 10 business days' notice of the deadline (the "Election Deadline") for making an election between cash, SIRI shares, or exchangeable shares, or a combination thereof, to Company shareholders by means of a news release disseminated on a national newswire in Canada. The announcement of the Election Deadline will occur following satisfaction of conditions of the Arrangement (as further described in the Circular).
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 courts and regulatory bodies, the forms of consideration available to Company shareholders, the expected timing and impact of the Arrangement, 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, Toll free in North America, Tel: 1-866-822-1238, [email protected]