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Sirius XM | 425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions

SEC announcement ·  Jun 17 18:25
Summary by Futu AI
On June 16, 2024, Sirius XM Holdings Inc., known as SiriusXM, and Liberty Media Corporation, along with its subsidiaries, entered into amendments to their December 2023 Reorganization and Merger Agreements. These amendments adjust the exchange ratios for the upcoming split-off and merger, reducing the number of New Sirius common stock shares to be issued post-transaction. SiriusXM common stockholders will now receive 1 New Sirius share for every 10 SiriusXM shares they own, with fractional shares paid in cash. The changes aim to preserve the transaction's economics, align share prices, and potentially enhance the stock's market appeal. The conversion of Sirius XM Radio Inc. to a limited liability company is also planned, pending regulatory approval. The transaction is expected to close in the third quarter of 2024, with approvals from Liberty's and SiriusXM's Boards of Directors and a majority stockholder consent, eliminating the need for a stockholder meeting. The amendments are detailed in exhibits filed with the SEC.
On June 16, 2024, Sirius XM Holdings Inc., known as SiriusXM, and Liberty Media Corporation, along with its subsidiaries, entered into amendments to their December 2023 Reorganization and Merger Agreements. These amendments adjust the exchange ratios for the upcoming split-off and merger, reducing the number of New Sirius common stock shares to be issued post-transaction. SiriusXM common stockholders will now receive 1 New Sirius share for every 10 SiriusXM shares they own, with fractional shares paid in cash. The changes aim to preserve the transaction's economics, align share prices, and potentially enhance the stock's market appeal. The conversion of Sirius XM Radio Inc. to a limited liability company is also planned, pending regulatory approval. The transaction is expected to close in the third quarter of 2024, with approvals from Liberty's and SiriusXM's Boards of Directors and a majority stockholder consent, eliminating the need for a stockholder meeting. The amendments are detailed in exhibits filed with the SEC.
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