SIRIUS Canada and XM Canada Announce Merger

SIRIUS Canada and XM Canada Announce Merger

Offers growth and opportunity for shareholders

Provides consumers with accelerated technological innovation and enhanced content with
"Best Of" programming opportunities

Enables satellite radio to better compete in rapidly evolving audio
entertainment industry

TORONTO, Nov. 24 /PRNewswire-FirstCall/ - Canadian Satellite Radio Holdings Inc. (CSR),
parent company of XM Canada (XM Canada) (TSX: XSR) and Sirius Canada
Inc. (SIRIUS Canada) today announced they have entered into a
definitive agreement to combine the companies in an all-stock merger of
equals with a combined enterprise value of approximately $520 million,
which includes long-term debt of approximately $130 million.

Under the terms of the agreement, Sirius Canada shareholders will be
issued treasury shares of CSR representing a 58.0 per cent equity
interest in CSR immediately following closing of the transaction. The
approximate ownership interest in CSR following closing of the
combination transaction will be as follows: CSRI Inc., an entity
controlled by John Bitove, the chairman of CSR, 30.0 per cent voting
interest (22.7 per cent equity interest); CBC/Radio-Canada 20.2 per
cent voting interest (15.0 per cent equity interest); Slaight
Communications 20.2 per cent voting interest (15.0 per cent equity
interest); Sirius XM Radio Inc. (Sirius XM) (NASDAQ:SIRI) 25.0 per cent
voting interest (37.1 per cent equity interest); with the remainder
being widely held.

Subject to shareholder approval, following consummation of the
combination transaction, CSR's board of directors will consist of nine
directors, including two directors nominated by each of CSRI Inc. and
Sirius XM, one director nominated by each of CBC/Radio-Canada and
Slaight Communications and three independent members. John Bitove will
be Chairman of CSR. Subject to CRTC approval of the transaction Mark
Redmond, the current President and CEO of Sirius Canada, will be
President and CEO and Michael Washinushi, the current CFO of XM Canada,
will be CFO. Michael Moskowitz will remain as CEO of XM Canada and
Jason Redman will remain as CFO of Sirius Canada through the approval
process and transition.

 "This creates long-term shareholder value for CSR," stated John Bitove.
"As a combined entity, XM Canada and Sirius Canada will deliver
exceptional value to subscribers, and enhance the long-term success of
satellite radio in Canada."

"The benefits of a merger are clear and together we'll be better able to
create more growth and opportunity for shareholders, accelerate
technological innovation and ensure that satellite radio is able to
compete in the rapidly evolving audio entertainment industry," said
Mark Redmond. "This combination is the next logical step in the
evolution of satellite radio in Canada."

"The synergies and our intention to exchange the outstanding senior
notes will create a significantly stronger balance sheet for the
company, enabling us to further pursue high-return growth
opportunities,"  said Michael Washinushi.

Together, Sirius Canada and XM Canada will create a stronger platform
for future innovation within the audio entertainment industry through
key content and programming relationships and distribution agreements
with every major automaker and retailers nationwide. Subscribers will
continue to be offered a broad range of commercial-free music, plus
exclusive sports coverage, news, talk and entertainment programming and
a best-of-both channel package over time.

The combination will create a leading Canadian media company and
nationwide audio entertainment provider that will benefit from a highly
experienced management team with extensive industry knowledge in media
and broadcast operations, consumer electronics, customer care and
subscriber management, automotive engineering and information
technology.

The combined company will have a total subscriber base of over 1.7
million.  On a trailing 12-month basis, the combined company will have
pro forma revenues in excess of $200 million, pro forma EBITDA of
approximately $7 million, and long-term debt of approximately $130
million. The combination is expected to yield synergies of
approximately $20 million within 18 months by allowing the combined
company to better manage costs through improved efficiencies and
greater economies of scale.

"This newly formed entity is good for Canadians and will create an
opportunity for CBC/Radio-Canada to distribute its world-class content
to a broader audience throughout North America," said Michel Tremblay,
Senior Vice-President, Corporate Strategy and Business Partnerships,
CBC/Radio-Canada.

"Our involvement with satellite radio has allowed Canadian artists to
get exposure throughout North America and we are very excited about the
opportunities that this merger creates for the future of audio
entertainment in Canada," said Gary Slaight, President & CEO of Slaight
Communications.

The companies will continue to operate independently until the
transaction is completed. The transaction is subject to approval by
CSR's shareholders (other than Sirius XM and its affiliates) at a
special meeting anticipated to be held in February 2011, a refinancing
of CSR's current indebtedness, regulatory review and approvals,
including Canadian Radio-television and Telecommunications Commission
approval, as well as the satisfaction of certain customary conditions
for a transaction of this nature. Further details of the transaction
will be included in a proxy circular to be mailed to shareholders in
due course. The definitive purchase agreement will be available on
SEDAR at www.sedar.com.

CSRI Inc., which currently holds a 77.0 per cent voting interest in CSR,
has entered into a voting support agreement with Sirius Canada and its
shareholders pursuant to which it has committed to vote its securities
in favour of this transaction, subject to certain terms and conditions.

CSR's board of directors, based on the unanimous recommendation of a
committee of independent directors, has recommended that security
holders vote in favour of the transaction. National Bank Financial Inc.
acted as financial advisor to CSR and the CSR Board of Directors.
Canaccord Genuity Corp. acted as financial advisor to the CSR board of
directors and the CSR committee of independent directors and has
rendered an opinion, subject to the assumptions and limitations
described therein, that the consideration to be paid pursuant to the
transaction is fair, from a financial point of view, to CSR.

Sirius Canada's board of directors has unanimously approved the
definitive agreement.  TD Securities acted as the exclusive financial
advisor to CBC/Radio-Canada and provided financial advice to Sirius
Canada shareholders.

In addition, as part of today's announcement CSR also announced its
intention to exchange its outstanding unsecured senior notes of US$69.8
million for new unsecured senior notes of CSR with different terms.
Holders representing a majority of the outstanding unsecured notes have
agreed to negotiate in good faith the exchange offer circular and
consent solicitation statement. Following the settlement of such
documents, such holders have agreed to tender their notes in the
exchange offer for the new unsecured senior notes of CSR and consent to
proposed amendments to the indenture governing the outstanding
unsecured senior notes. Concurrent with the closing of the exchange
offer, CSR anticipates issuing additional new unsecured senior notes on
a private placement basis to accredited investors - for a total of
C$130 million of long term debt in the combined entity.  It is expected
that the exchange offer and issuance of new unsecured senior notes will
be completed contemporaneously with the closing of the combination
transaction.

Conference Call Information

The companies will hold a joint conference call 2:00pm ET to discuss
this announcement. The conference call can be monitored by dialing
888-231-8191 within Canada or 647-427-7450 internationally, access code
27254740.

About Canadian Satellite Radio Holdings Inc.

To find out more about Canadian Satellite Radio Holdings Inc. (TSX:
XSR), visit www.xmradio.ca.

About SIRIUS Canada

To find out more about SIRIUS visit www.sirius.ca.

Forward Looking Statements

Certain statements included above may be forward-looking in nature. Such
statements can be identified by the use of forward-looking terminology
such as "expects," "may," "will," "should," "intend," "plan," or
"anticipates" or the negative thereof or comparable terminology, or by
discussions of strategy. Forward-looking statements include estimates,
plans, expectations, opinions, forecasts, projections, targets,
guidance or other statements that are not statements of fact. Although
CSR believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. CSR's forward-looking
statements are expressly qualified in their entirety by this cautionary
statement. Forward-looking information is provided as of the date of
this news release only, it should not be relied upon as of any other
date, and CSR assumes no obligation to update or revise this
information to reflect new events or circumstances, except as expressly
required by law. There can be no assurance that the securities purchase
agreement will receive all necessary approvals or that the proposed
transaction will be completed. Additional information, including a
thorough discussion of the risk factors that can cause anticipated
outcomes to differ from actual outcomes, will be contained in CSR's
filings with the Canadian securities regulators, available at www.sedar.com.

This press release does not constitute an offer to purchase or sell any
securities or a solicitation of consents. Any offer to purchase or sell
securities or solicitation of consents will be made by means of an
offer to purchase or sell and consent solicitation statement and
related letter of transmittal. No offer, solicitation, purchase or sale
will be made in any jurisdiction in which such an offer, solicitation,
purchase or sale would be unlawful.

SOURCE XM Canada

XM Canada

CONTACT: <p><b>XM Canada</b></p> <p><b>Media Relations</b><br/> Environics Communications<br/> Trish Tervit<br/> 416-969-2809<br/> <a href="mailto:ttervit@environicspr.com">ttervit@environicspr.com</a></p> <p align="justify"><b>Investor Relations</b><br/> Morlan Reddock<br/> 416-408-6899<br/> <a href="mailto:investor.relations@xmradio.ca">investor.relations@xmradio.ca</a></p> <p><b>SIRIUS Canada</b><br/> Jeff Roman<br/> SIRIUS Canada Inc.<br/> Tel: (416) 346-5157<br/> Email: <a href="mailto:jroman@siriuscanada.ca">jroman@siriuscanada.ca</a></p> <p><b>CBC/Radio-Canada</b><br/> Angus McKinnon<br/> Manager, Media Relations and Issues Management<br/> CBC/Radio-Canada<br/> 613-288-6235<br/> <a href="mailto:angus.mckinnon@cbc.ca">angus.mckinnon@cbc.ca</a></p>

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