NEW
YORK, Sept. 26, 2023 /PRNewswire/ -- Sirius XM
Holdings Inc. (NASDAQ: SIRI) ("SiriusXM" or the
"Company") today acknowledged that the special committee of
independent directors of the board of SiriusXM (the "Special
Committee") received a non-binding proposal from Liberty Media
Corporation ("Liberty Media") regarding a potential transaction
involving the Company. The potential transaction would
consist of the separation of the assets and liabilities attributed
to the Liberty SiriusXM tracking stock group from Liberty Media
through the split-off of a newly formed company ("Newco") and the
subsequent combination of Newco and SiriusXM, as a result of which
the holders of Liberty SiriusXM tracking stock and SiriusXM common
stock would all hold one class of common stock of the combined
company (the "Proposal").
The Special Committee, together with its advisors, Solomon
Partners Securities, LLC and Debevoise & Plimpton LLP, is
evaluating the Proposal. There can be no assurance that the
Proposal, or any other transaction, will be completed or, if so, as
to the terms and conditions of any such transaction. The
Company does not intend to disclose developments with respect to
this matter until such time as the Special Committee and the
Company's board of directors approves a transaction or the Special
Committee otherwise deems further disclosure appropriate, except as
required by law or other regulatory requirements.
Nothing in this communication shall constitute a solicitation to
buy or an offer to sell shares of SiriusXM's common stock.
The Company cautions stockholders and others considering
trading in its securities that the Special Committee has only
received the Proposal from Liberty Media and no decisions have been
made by the Special Committee with respect to a response to the
Proposal.
Sirius XM stockholders need not take any action at this
time.
About Sirius XM Holdings Inc.
SiriusXM is the leading audio entertainment company in
North America with a portfolio of
audio businesses including its flagship subscription entertainment
service SiriusXM; the ad-supported and premium music streaming
services of Pandora; an expansive podcast network; and a suite of
business and advertising solutions. Reaching a combined monthly
audience of approximately 150 million listeners, SiriusXM offers a
broad range of content for listeners everywhere they tune in with a
diverse mix of live, on-demand, and curated programming across
music, talk, news, and sports. For more about SiriusXM, please go
to: www.siriusxm.com.
This communication contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements include, but are not limited to,
statements about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as "will likely result," "are expected to," "will
continue," "is anticipated," "estimated," "believe," "intend,"
"plan," "projection," "outlook" or words of similar meaning. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
The following factors, among others, could cause actual
results and the timing of events to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: Risks Relating to our Business
and Operations: We have been, and may continue to
be, adversely affected by supply chain issues; we may be adversely
affected by the war in Ukraine; we
face substantial competition and that competition is likely to
increase over time; if our efforts to attract and retain
subscribers and listeners, or convert listeners into subscribers,
are not successful, our business will be adversely affected; we
engage in extensive marketing efforts and the continued
effectiveness of those efforts is an important part of our
business; we rely on third parties for the operation of our
business, and the failure of third parties to perform could
adversely affect our business; failure to successfully monetize and
generate revenues from podcasts and other non-music content could
adversely affect our business, operating results, and financial
condition; we may not realize the benefits of acquisitions or other
strategic investments and initiatives; the ongoing COVID-19
pandemic has introduced significant uncertainty to our business;
and the impact of economic conditions may adversely affect our
business, operating results, and financial condition. Risks
Relating to our Sirius XM Business: A substantial number
of our Sirius XM service subscribers periodically cancel their
subscriptions and we cannot predict how successful we will be at
retaining customers; our ability to profitably attract and retain
subscribers to our Sirius XM service is uncertain; our business
depends in part upon the auto industry; failure of our satellites
would significantly damage our business; and our Sirius XM service
may experience harmful interference from wireless operations.
Risks Relating to our Pandora Business: Our Pandora
ad-supported business has suffered a substantial and consistent
loss of monthly active users, which may adversely affect our
Pandora business; our Pandora business generates a significant
portion of its revenues from advertising, and reduced spending by
advertisers could harm our business; our failure to convince
advertisers of the benefits of our Pandora ad-supported service
could harm our business; if we are unable to maintain revenue
growth from our advertising products our results of operations will
be adversely affected; changes to mobile operating systems and
browsers may hinder our ability to sell advertising and market our
services; and if we fail to accurately predict and play music,
comedy or other content that our Pandora listeners enjoy, we may
fail to retain existing and attract new listeners. Risks
Relating to Laws and Governmental Regulations: Privacy
and data security laws and regulations may hinder our ability to
market our services, sell advertising and impose legal liabilities;
consumer protection laws and our failure to comply with them could
damage our business; and failure to comply with FCC requirements
could damage our business. Risks Associated with Data and
Cybersecurity and the Protection of Consumer Information:
If we fail to protect the security of personal information about
our customers, we could be subject to costly government enforcement
actions and private litigation and our reputation could suffer; and
interruption or failure of our information technology and
communications systems could impair the delivery of our service and
harm our business. Risks Associated with Certain Intellectual
Property Rights: The market for music rights is changing
and is subject to significant uncertainties; our Pandora services
depend upon maintaining complex licenses with copyright owners, and
these licenses contain onerous terms; the rates we must pay for
"mechanical rights" to use musical works on our Pandora service
have increased substantially and these rates may adversely affect
our business; failure to protect our intellectual property or
actions by third parties to enforce their intellectual property
rights could substantially harm our business and operating results;
some of our services and technologies may use "open source"
software, which may restrict how we use or distribute our services
or require that we release the source code subject to those
licenses; and rapid technological and industry changes and new
entrants could adversely impact our services. Risks Related to
our Capital and Ownership Structure: We have a
significant amount of indebtedness, and our debt contains certain
covenants that restrict our operations; we are a "controlled
company" within the meaning of the NASDAQ listing rules and, as a
result, qualify for, and rely on, exemptions from certain corporate
governance requirements; while we currently pay a quarterly cash
dividend to holders of our common stock, we may change our dividend
policy at any time; and our principal stockholder has significant
influence, including over actions requiring stockholder approval,
and its interests may differ from the interests of other holders of
our common stock. Other Operational Risks: If we are
unable to attract and retain qualified personnel, our business
could be harmed; our facilities could be damaged by natural
catastrophes or terrorist activities; the unfavorable outcome of
pending or future litigation could have an adverse impact on our
operations and financial condition; we may be exposed to
liabilities that other entertainment service providers would not
customarily be subject to; and our business and prospects depend on
the strength of our brands. Additional factors that could
cause our results to differ materially from those described in the
forward-looking statements can be found in our Annual Report on
Form 10-K for the year ended December 31, 2022, which is filed with
the Securities and Exchange Commission (the "SEC") and available at
the SEC's Internet site (http://www.sec.gov). The
information set forth herein speaks only as of the date hereof, and
we disclaim any intention or obligation to update any forward
looking statements as a result of developments occurring after the
date of this communication.
Source: SiriusXM
Investor contacts:
Hooper Stevens
212-901-6718
hooper.stevens@siriusxm.com
Natalie Candela
212-901-6672
natalie.candela@siriusxm.com
Media contact:
Jessica Casano-Antonellis
jessica.casano@siriusxm.com
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SOURCE Sirius XM Holdings Inc.