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SIRIUS, XM Complete
Merger July 29,
2008
SIRIUS Satellite Radio
and XM Satellite Radio have completed their merger. The new company
plans to change its corporate name to SIRIUS XM Radio. The combined
company's stock will continue to be traded on the Nasdaq Global Select
Market under the symbol "SIRI."
SIRIUS XM Radio begins day one with over 18.5 million subscribers,
making it the second-largest radio company, based upon revenue, in the
country; and, based upon subscribers, the second largest subscription
media business in the U.S. With under 10% penetration of the home and
car market, the opportunity for continued growth is significant.
"I am delighted to announce the completion of this exciting merger
between SIRIUS and XM," said Mel Karmazin, CEO of SIRIUS XM Radio. "We
have worked diligently to close this transaction and we look forward to
integrating our best-in-class management teams and operations so we can
begin delivering on our promise of more choices and lower prices for
subscribers."
"Every one of our constituencies is a winner. Combined, SIRIUS XM Radio
will deliver superior value to our shareholders. By offering more
compelling packages and the best content in audio entertainment, we are
well positioned for increased subscriber growth. Our laser focus on
subscribers will continue and listeners can be assured that there will
be no disruption in service. We also believe that the completion of the
merger will eliminate any confusion that has been lingering in the
marketplace," added Karmazin.
XM shareholders will receive 4.6 shares of SIRIUS common stock for each
share of XM.
New Options for Consumers
SIRIUS XM Radio broadcasts more than 300 channels of programming,
including exclusive radio offerings from Howard Stern, Oprah, Opie &
Anthony and Martha Stewart, among others. SIRIUS XM Radio will offer
these expanded options to consumers through arrangements with the
world's leading automakers and its relationships with nationwide
retailers.
As a result of the merger, SIRIUS XM Radio will also be able to offer
consumers new packages in audio entertainment, including the first-ever
a la carte programming option in subscription media. In addition to two
a la carte options, the new packages will include: "Best of Both,"
giving subscribers the option to access certain programming from the
other network; discounted Family Friendly packages; and tailored
packages including "Mostly Music" and "News, Talk and Sports." The first
of the new packages will be available in the early Fall.
"One of the most exciting benefits of this transaction is the ability to
offer subscribers the option of expanding their subscriptions to include
the Best of Both services. Given the respective popularity of exclusive
programming on both SIRIUS and XM, we expect many subscribers will
upgrade their current subscription," said Karmazin.
"The upside potential for both consumers and shareholders is huge.
Consumers have the ease of adding premier programming without purchasing
a new device. For shareholders, this kind of organic growth is a key
part of the company's future and the success we expect to see," said
Karmazin.
Existing radios will continue to work and every subscriber has the
option of maintaining their current service package.
SIRIUS XM Radio expects to begin realizing the synergies expected from
this transaction immediately.
"In addition to realizing significant potential revenue growth, the
management team will move quickly to capitalize on the synergies that
many analysts have predicted for this combination. We expect to begin
achieving those synergies without sacrificing any of the world-class
programming and marketing we are known for," said Karmazin.
The
company also reiterated guidance for the combined SIRIUS XM Radio. Based
upon a preliminary analysis, the combined company expects to realize
total synergies, net of the costs to achieve such synergies, of
approximately $400 million in 2009; to post adjusted EBITDA exceeding
$300 million in 2009; and to achieve positive free cash flow, before
satellite capital expenditures, for the full year 2009. The company also
expects that both synergies and adjusted EBITDA will continue growing
beyond 2009.
"We have all the tools necessary to begin executing as a combined
company with high aspirations for subscriber growth and greater
financial performance in part from the significant synergies that we
begin realizing literally today -- on Day One. We are moving quickly to
integrate the operations," said Karmazin.
The corporate headquarters will be located in New York, NY and XM
Satellite Radio, the company's wholly-owned subsidiary, will remain
headquartered in Washington, DC.
Effective after the close of the market yesterday, trading in XMSR
common stock on the Nasdaq Global Select Market ceased. |