CANADIAN SATELLITE RADIO HOLDINGS INC. MAILS MATERIALS FOR ANNUAL AND SPECIAL MEETING
CANADIAN SATELLITE RADIO HOLDINGS INC. MAILS MATERIALS FOR ANNUAL AND SPECIAL MEETING
TorontoStock Exchange Symbol: XSR
TORONTO, Jan. 18 /PRNewswire/ - Canadian Satellite Radio Holdings Inc. (the "Company"), parent company of XM Canada, announced today that it has mailed to
its shareholders a notice of meeting, a management information circular
(the "Circular") and other materials for its annual and special meeting of
shareholders (the "Meeting") to be held on Thursday, February 17, 2011 at 2:00 p.m. (Toronto time)
at the Ivey ING Director Leadership Centre, Ground Floor, 130 King
Street West, Toronto, Ontario, M5X 1A9.
At the Meeting, disinterested shareholders will be asked to approve,
among other things, the following special business matters (the "Special Resolutions"), all as more particularly described in the Circular, in connection
with the proposed merger (the "Combination Transaction") of the Company and Sirius Canada Inc. ("Sirius"):
-- ordinary resolutions approving the issuance from treasury of shares
representing a 58.0% equity interest in the Company (on a partially
diluted basis) immediately following closing of the Combination
Transaction;
-- ordinary resolutions approving the appointment of a new slate of
directors, to be conditional on, and effective as of the closing of the
Combination Transaction; and
-- special resolutions approving certain amendments to the Company's
articles, to be conditional on, and effective as of the closing of the
Combination Transaction.
The Circular describes, among other things, the particulars of the
Combination Transaction, additional details regarding the Special
Resolutions and the manner in which shareholders may vote at the
Meeting. The Company's board of directors, based on the unanimous
recommendation of a committee of independent directors, has recommended
that shareholders support the Combination Transaction by voting in
favour of each of the Special Resolutions at the Meeting, Two directors
of the Company abstained from voting on the board's recommendation due
to a potential conflict of interest resulting from their respective
relationships with Sirius XM Radio Inc., which currently holds an
approximate 19.9% voting interest (approximately 49.9% equity interest)
of Sirius and an indirect 10.5% voting interest (21.5% equity interest)
of the Company. CSRI Inc., an entity controlled by John I. Bitove, the
Executive Chairman of the Company and which currently holds a 77.0%
voting interest in the Company on a non-diluted basis, has entered into
a voting support agreement with Sirius and its shareholders pursuant to
which it has committed to vote all of its shares in favour of the
Special Resolutions at the Meeting, subject to certain terms and
conditions. Copies of the Circular and other meeting materials are
available on SEDAR at www.sedar.com. Shareholders are encouraged to read the Circular and other meeting
materials in their entirety and to vote.
The Company's board of directors fixed the close of business on January
10, 2011, as the record date for the determination of shareholders
entitled to receive notice of and to vote at the Meeting and any
adjournment or postponement thereof. No shareholders becoming
shareholders of record after that time will be entitled to vote at the
Meeting, or any adjournment or postponement thereof. In addition to
disinterested shareholder approval, completion of the Combination
Transaction is subject to certain other conditions including regulatory
review and approvals. It is currently expected that the Combination
Transaction will be completed during the third quarter of the Company's
2011 fiscal year.
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
the Company 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. The Company'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 the Company 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 the Company'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 Canadian Satellite Radio Holdings Inc.
Canadian Satellite Radio Holdings Inc.
CONTACT: <p><b>INVESTOR RELATIONS CONTACT:</b><br/> <b>Morlan Reddock</b><br/> <b>416-408-6899</b><br/> <a href="mailto:investor.relations@xmradio.ca">investor.relations@xmradio.ca</a></p>
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