Split-Off of Liberty Sirius XM Holdings Approved at Liberty Media’s Special Meeting of Stockholders
August 23 2024 - 1:45PM
Business Wire
Liberty Media Corporation (“Liberty Media”) (Nasdaq: LSXMA,
LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) announced today that, at
Liberty Media’s virtual special meeting of its holders of Series A
Liberty SiriusXM common stock (“LSXMA”) and Series B Liberty
SiriusXM common stock (“LSXMB”) held on August 23, 2024 at 10:15
a.m. M.T., based on preliminary results of such special meeting,
the holders of LSXMA and LSXMB approved the previously announced
redemptive split-off (the “Split-Off”) of Liberty Sirius XM
Holdings Inc. (“New Sirius”), which will be the owner of all of the
businesses, assets and liabilities previously attributed to the
Liberty SiriusXM Group. Following the Split-Off, New Sirius will
combine with Sirius XM Holdings Inc. (“Sirius XM”) to create a new
public company which will continue to operate under the Sirius XM
name and brand.
Assuming the requisite conditions to the Split-Off are satisfied
or waived, as applicable, at 4:05 p.m., New York City time, on
September 9, 2024, Liberty Media will redeem each outstanding share
of Liberty SiriusXM common stock in exchange for a fraction of a
share of common stock of New Sirius equal to the exchange ratio (as
further described in New Sirius’ final prospectus, which was filed
with the SEC on July 23, 2024), with cash paid in lieu of any
fractional shares. Liberty Media intends to publicly announce the
final exchange ratio on or about September 5, 2024 prior to the
completion of the Split-Off once the exchange ratio and the
underlying calculations are determined by the parties.
In connection with the Split-Off, Liberty Media expects that the
last day of trading of Liberty SiriusXM common stock will be
September 9, 2024. Liberty Media has notified Nasdaq of its
intention to voluntarily delist from the Nasdaq Global Select
Market and its intention to request that Nasdaq file appropriate
forms with the Securities and Exchange Commission on or about
September 9, 2024. As a result, Liberty Media expects Liberty
SiriusXM common stock will cease to trade following market close on
September 9, 2024.
Additionally, following the Split-Off, a wholly owned subsidiary
of New Sirius will merge with Sirius XM, and Sirius XM stockholders
(other than New Sirius and its subsidiaries) will receive one-tenth
(0.1) of a share of New Sirius common stock (the “Merger”), at 6:00
p.m., New York City time, on September 9, 2024, with cash paid in
lieu of any fractional shares.
Following the Merger, Liberty Media expects that the shares of
New Sirius common stock will be listed on the Nasdaq Stock Market
under the ticker symbol “SIRI”. Liberty Media expects that New
Sirius common stock will begin trading on the Nasdaq Stock Market
on September 10, 2024.
Forward-Looking Statements
This communication includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including certain statements relating to the Split-Off and
Merger (collectively, the “Transactions”) and their proposed timing
and other matters related to the Transactions. All statements other
than statements of historical fact are “forward-looking statements”
for purposes of federal and state securities laws. These
forward-looking statements generally can be identified by phrases
such as “possible,” “potential,” “intends” or “expects” or other
words or phrases of similar import or future or conditional verbs
such as “will,” “may,” “might,” “should,” “would,” “could,” or
similar variations. These forward-looking statements involve many
risks and uncertainties that could cause actual results and the
timing of events to differ materially from those expressed or
implied by such statements, including, without limitation, the
satisfaction of conditions to the Transactions. These
forward-looking statements speak only as of the date of this
communication, and Liberty Media expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
Liberty Media’s expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of Liberty
Media, including its definitive proxy statement materials for the
special meeting and its most recent Forms 10-K and 10-Q, as such
risk factors may be amended, supplemented or superseded from time
to time by other reports Liberty Media subsequently files with the
SEC, for additional information about Liberty Media and about the
risks and uncertainties related to Liberty Media’s business which
may affect the statements made in this communication.
Additional Information
Nothing in this press release shall constitute a solicitation to
buy or an offer to sell shares of common stock of Liberty Media,
Sirius XM or New Sirius. The proposed offer and issuance of shares
of New Sirius common stock in the Transactions will be made only
pursuant to New Sirius’ effective registration statement on Form
S-4, which includes a prospectus of New Sirius. Liberty Media and
Sirius XM stockholders and other investors are urged to read the
registration statement, Liberty Media’s definitive proxy statement
materials for the special meeting and Sirius XM’s information
statement, together with all relevant SEC filings regarding the
Transactions, and any other relevant documents filed as exhibits
therewith, as well as any amendments or supplements to those
documents, because they contain important information about the
Transactions. The prospectus/proxy statement/information statement
and other relevant materials for the proposed transaction have
previously been provided to all LSXMA, LSXMB and Sirius XM
stockholders. Copies of these SEC filings are available, free of
charge, at the SEC’s website (http://www.sec.gov). Copies of the
filings together with the materials incorporated by reference
therein are available, without charge, by directing a request to
Liberty Media Corporation, 12300 Liberty Boulevard, Englewood,
Colorado 80112, Attention: Investor Relations, Telephone: (877)
772-1518 or Sirius XM Holdings Inc., 1221 Avenue of the Americas,
35th Floor, New York, New York 10021, Attention: Investor
Relations, (212) 584-5100.
About Liberty Media Corporation
Liberty Media Corporation operates and owns interests in a broad
range of media, communications, sports and entertainment
businesses. Those businesses are attributed to three tracking stock
groups: the Liberty SiriusXM Group, the Formula One Group and the
Liberty Live Group. The businesses and assets attributed to the
Liberty SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include
Liberty Media’s interest in Sirius XM. The businesses and assets
attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include
Liberty Media’s subsidiaries Formula 1 and Quint, and other
minority investments. The businesses and assets attributed to the
Liberty Live Group (NASDAQ: LLYVA, LLYVK) include Liberty Media’s
interest in Live Nation and other minority investments.
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version on businesswire.com: https://www.businesswire.com/news/home/20240823712083/en/
Shane Kleinstein, 720-875-5432
Liberty Media (NASDAQ:FWONK)
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