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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 ·  Sep 4, 2024 20:40

Summary by Futu AI

On September 4, 2024, Sirius XM Holdings Inc. and Liberty Media Corporation announced the final exchange ratio for a significant corporate restructuring involving a redemptive split-off and merger. The split-off, scheduled for 4:05 p.m. on September 9, 2024, will see Liberty Media redeeming each outstanding share of its Liberty SiriusXM common stock for 0.8375 of a share of common stock of the newly formed Liberty Sirius XM Holdings Inc. ('New Sirius'). Following this, at 6:00 p.m. on the same day, Radio Merger Sub, LLC, a subsidiary of New Sirius, will merge with Sirius XM, with Sirius XM becoming a wholly owned subsidiary of New Sirius. Shareholders of Sirius XM will receive one-tenth of a share of New Sirius common stock for each...Show More
On September 4, 2024, Sirius XM Holdings Inc. and Liberty Media Corporation announced the final exchange ratio for a significant corporate restructuring involving a redemptive split-off and merger. The split-off, scheduled for 4:05 p.m. on September 9, 2024, will see Liberty Media redeeming each outstanding share of its Liberty SiriusXM common stock for 0.8375 of a share of common stock of the newly formed Liberty Sirius XM Holdings Inc. ('New Sirius'). Following this, at 6:00 p.m. on the same day, Radio Merger Sub, LLC, a subsidiary of New Sirius, will merge with Sirius XM, with Sirius XM becoming a wholly owned subsidiary of New Sirius. Shareholders of Sirius XM will receive one-tenth of a share of New Sirius common stock for each share held, with cash paid in lieu of fractional shares. The transactions will result in the creation of a new public company operating under the Sirius XM name and brand, with its common stock trading on Nasdaq under the ticker symbol 'SIRI' starting September 10, 2024. Post-merger, former holders of Liberty SiriusXM common stock will own approximately 81% of New Sirius, with the remaining 19% owned by former Sirius XM minority stockholders.

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