SiriusXM Canada to Maximize Value for Shareholders Through a Recapitalization Go-Private Transaction

SiriusXM Canada to Maximize Value for Shareholders Through a Recapitalization Go-Private Transaction

- Transaction offers premium to shareholders with opportunity to remain invested in market opportunity, and consumers will benefit from enhanced services and products -

- Company to host conference call and webcast with slides Friday, May 13, 2016 at 10:00 a.m. ET -


-- Transaction unanimously recommended by a Special Independent Committee
of the Board of Directors of SiriusXM Canada and unanimously approved by
SiriusXM Canada Board of Directors, excluding directors not eligible to
vote;
-- Consideration of C$4.50 per share for an aggregate amount of C$351
million; opportunity for SiriusXM Canada shareholders to receive the
consideration in cash, shares in SiriusXM (NASDAQ: SIRI) and/or shares
exchangeable into SIRI shares;
-- Following closing Slaight Communications and Obelysk Media will have
voting ownership totalling 67% with SiriusXM holding the balance of the
votes;
-- Three largest Canadian shareholders, CBC, Slaight Communications and
Obelysk Media, support transaction;
-- SiriusXM Canada remains committed to supporting and promoting Canadian
content and will continue to service Canadian customers from its
headquarters in Toronto.
TORONTO, May 13, 2016 /CNW/ - Sirius XM Canada Holdings Inc. ("SiriusXM Canada" or the "Company") (TSX: XSR), parent of Sirius XM Canada Inc., today announced that it has entered into a definitive agreement to recapitalize the company by way of a go-private transaction (the "Recapitalization"). SiriusXM Canada Shareholders will benefit from and receive C$4.50 per share in cash, Sirius XM Holdings Inc. ("SiriusXM") (NASDAQ: SIRI) shares or Canadian shares exchangeable into SIRI shares. The total transaction consideration is approximately C$351 million. The Offer (the "Offer") represents a premium of 22.3% to SiriusXM Canada's unaffected closing share price on February 11, 2016.

"We are confident this Recapitalization maximizes value for our shareholders by delivering a premium and certainty of value, or an option to remain invested in the market opportunity through SiriusXM, while also better positioning the Company to deliver enhanced and expanded services to our valued subscriber base," said Mark Redmond, President and CEO of SiriusXM Canada. "We are a proud Canadian player in the audio entertainment market, and we need to make changes to continue to successfully compete. Our operating environment is changing fast, creating long-term growth headwinds. We believe the Recapitalization is a necessary step in overcoming these challenges. Our commitment to supporting the industry and fostering the amazing talent we have in this country is unwavering. We will continue to ensure Canadians have access to the best content and that they will be able to access it in innovative new ways for an overall unmatched listening experience."

All three of SiriusXM Canada's largest Canadian shareholders, Canadian Broadcasting Corporation ("CBC"), Slaight Communications, Inc. ("Slaight Communications") and Obelysk Media Inc. ("Obelysk Media"), are supportive of the Recapitalization. CBC has indicated it intends to vote for and elect to sell 100% of its shares into the Offer (for the same consideration as the public Offer). Following the closing of the Recapitalization, the Company will continue to operate under Canadian voting ownership, in compliance with the Canadian ownership rules. Slaight Communications and Obelysk Media are committing to voting for the Offer and selling 89% and 87% of their shares respectively into the Offer (for the same consideration as the public Offer). Upon completion of the transaction, both Slaight Communications and Obelysk Media will each own 33.5% of the voting shares of SiriusXM Canada for a combined total of 67%, and 15% each, or 30% combined, of the equity in the recapitalized business, with SiriusXM owning the balance of votes and equity. While CBC will cease to be a shareholder in SiriusXM Canada following the transaction, it will continue to support the Company as a programming partner.

"This transaction is the best opportunity for shareholders to maximize today's value by either tendering and taking cash, or continuing to participate in satellite radio by receiving shares in SiriusXM as it continues to grow in the ever expanding audio entertainment industry," said John Bitove, Chairman and CEO of Obelysk Media.

"Since satellite radio launched in 2005, we have brought more exposure to Canadian talent in more markets than ever before," added Gary Slaight, President and CEO of Slaight Communications. "It is in large part due to SiriusXM Canada that the Canadian music scene thrives today. In the face of a rapidly evolving audio entertainment market, it is important to continually take steps to remain ahead of the competition. That is what this transaction enables. It is an opportunity to strengthen SiriusXM Canada's overall market position, enhance the Company's long-term prospects and further expand the platform for Canada's great talent into the USA and other parts of the world."

The Recapitalization enhances SiriusXM Canada's ability to service its customers in Canada and reduces the risks associated with the business, operations and long-term performance of the Company, given the increasingly competitive and rapidly evolving in-vehicle and overall audio entertainment industry. An expanded relationship with SiriusXM will provide SiriusXM Canada access to existing and future technologies, and products and services not included under existing licence agreements, which further allows SiriusXM Canada to meet the changing and diverse needs of consumers. The transaction also eliminates the uncertainty related to the upcoming license renegotiations with SiriusXM, and the potential impact of such negotiations on SiriusXM Canada's security holders and customers.

Upon completion of the Recapitalization, SiriusXM Canada will maintain its Canadian headquarters in Toronto. The Company will also preserve the SiriusXM Canada brand, continue to support development of Canadian content and ensure a strong Canadian led governance structure.

Transaction Details

Unanimously recommended to public minority shareholders by all of the independent directors of SiriusXM Canada, and supported by the Company's three largest Canadian shareholders, the transaction will be completed by way of a plan of arrangement ("the Arrangement") through which Class A shareholders can elect to receive either a) C$4.50 in cash; b) 0.898 shares of SIRI; c) 0.898 shares exchangeable into SIRI shares; or d) a combination thereof subject to certain limitations. Subject to a minimum take-up condition of C$25 million in exchangeable shares and SiriusXM Canada obtaining necessary securities exemptive relief, each exchangeable share will be redeemable for one share of SiriusXM at the election of the shareholder. No more than 35.0 million shares of SiriusXM and exchangeable shares in the aggregate will be issued and there is no maximum cash pro-ration.

The offer price of C$4.50 represents a premium of approximately 22.3% over SiriusXM Canada's unaffected closing share price on the Toronto Stock Exchange ("TSX") on February 11, 2016, the day prior to SiriusXM Canada's announcement that it had been approached regarding a potential corporate transaction, and a premium of 17.7% over SiriusXM Canada's 20-day volume-weighted average trading price on the TSX ending February 11, 2016.

In connection with the transaction, SiriusXM Canada will suspend the declaration and payment of dividends on SiriusXM Canada shares for up to two fiscal quarters. The Company has also terminated its Normal Course Issuer Bid (the "Bid") as announced on February 1, 2016. SiriusXM Canada has not made any purchases under the Bid. In addition, SiriusXM has agreed to a standstill agreement with SiriusXM Canada with respect to the issues raised in its demand notice as announced on April 26, 2016. The standstill agreement is terminable upon seven days' written notice by either party.

Upon completion of the transaction, the only shareholders of SiriusXM Canada will be Slaight Communications and Obelysk Media, who will together own 67% of the voting shares and 30% of the equity in the recapitalized business, with SiriusXM owning the balance of votes and equity

Fairness Opinion and Formal Valuation

The special independent committee of SiriusXM Canada's board of directors has unanimously recommended that SiriusXM Canada shareholders approve the Arrangement. The special committee received a fairness opinion and formal valuation from Ernst & Young LLP as well as a fairness opinion from its financial advisor, National Bank Financial Markets, that the consideration offered under the Arrangement is fair, from a financial point of view, to the holders of SiriusXM Canada shares, other than Slaight Communications, Obelysk Media and SiriusXM.

Process of Approval

The Arrangement is subject to, among other things, the approval by 66 2/3% of the votes cast by SiriusXM Canada shareholders at a special meeting to be held to approve the Arrangement voting together on an as-converted basis as a single class, as well as by a majority of the minority of the SiriusXM Canada shareholders, which will exclude SiriusXM, Slaight Communications and Obelysk Media. The Arrangement is also subject to receipt of court and any necessary regulatory approvals, including CRTC approval. On closing of the Arrangement, SiriusXM Canada's shares will be de-listed from the TSX.

The Arrangement is expected to close once all of the approvals have been obtained, which is expected to occur no later than the fourth quarter of calendar 2016. Slaight Communications and Obelysk Media and the officers and directors of SiriusXM Canada have entered into lock-up and voting arrangements pursuant to which they have agreed, among other things, to vote in favour of the Arrangement. CBC, which is the only other major Canadian shareholder of SiriusXM Canada, has indicated that it intends to vote its SiriusXM Canada shares in favour of the Arrangement.

New Service Agreement Between SiriusXM Canada and SiriusXM

On closing of the Arrangement, SiriusXM will enter into a new service agreement pursuant to which SiriusXM Canada will continue to license SiriusXM's existing satellite systems to provide its audio service in Canada. This will replace the existing license and trademark agreements between SiriusXM and SiriusXM Canada. SiriusXM and SiriusXM Canada will also enter into a new advisory services agreement pursuant to which SiriusXM will provide, at the request of SiriusXM Canada, financial and marketing advice and other services such as business planning and support.

Unsecured Notes

SiriusXM Canada's outstanding senior unsecured notes due April 23, 2021 will be treated in accordance with their terms.

Advisors

SiriusXM Canada's board of directors and special committee received financial advice from National Bank Financial Markets and Ernst & Young LLP as independent valuator and legal advice from Stikeman Elliott LLP, Blake, Cassels & Graydon LLP and Fasken Martineau DuMoulin LLP. Sirius XM Radio and Sirius XM Holdings received financial advice from J.P. Morgan Securities LLC and legal advice from Norton Rose Fulbright Canada LLP. Additionally retained have been the services of D.F. King as Information Agent and Proxy Solicitation Agent.

SiriusXM Canada security holders and other interested parties are advised to read the materials relating to the proposed Arrangement that will be filed with or furnished to securities regulatory authorities in Canada when they become available, as they will contain important information. Anyone may obtain copies of these documents when available free of charge under SiriusXM Canada's profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com. This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the shares of SiriusXM Canada or a solicitation of a proxy.

Early Warning Report Filed for Slaight Communications and Obelysk Media

Each of Slaight Communications and Obelysk Media has filed an updated early warning report in connection with entering into the lock-up and voting arrangements. A copy of the reports can be obtained under the Company's profile at www.sedar.com, or by contacting David Coriat, EVP and CFO for Slaight Communications at (416) 960-9911 and Lilly Di Massimo, Assistant Secretary for Obelysk Media at (416) 739-3632.

Conference call

SiriusXM Canada will host a conference call and webcast today, Friday, May 13, 2016 at 10:00 a.m. ET.

All interested parties can join the call by dialing 647-427-7450, or 1-888-231-8191. Please dial-in 15 minutes prior to the call to secure a line. The conference call will be archived for replay until Friday, May 20, 2016 at midnight. To access the archived conference call, please dial 416-849-0833, or 1-855-859-2056 and enter the reservation code 11296228.

A live audio webcast of the conference call including slides will be available at http://bit.ly/1T63xGb . Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to join the webcast. An archived replay of the webcast will be available for a year.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements made in this press release are forward-looking statements. These statements include, without limitation, statements relating to the proposed recapitalization of Sirius XM Canada Holdings Inc. ("XSR") in a go-private transaction (the "Transaction"), approval of the Transaction by shareholders and regulatory authorities (including the Canadian Radio-Television and Telecommunications Commission) and the timing thereof, the subsequent ownership structure of XSR, the forms of consideration available to holders of Class A shares in the capital of XSR, the expected sources of funding of the Transaction, the expected timing and impact of the Transaction, certain strategic, operational and financial benefits expected to result from the Transaction, XSR's plans to support and promote Canadian content, XSR's business outlook, objectives, plans and strategic priorities, and other statements that are not historical facts.

Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, we cannot guarantee that any forward-looking statement will materialize and we caution you against relying on any of these forward-looking statements. For a description of relevant assumptions and risks, please consult XSR's 2015 Annual Information Form dated November 30, 2015, XSR's 2016 Second Quarter MD&A dated April 6, 2016, and XSR's news release dated May 13, 2016 announcing the Transaction, all filed with the Canadian provincial securities regulatory authorities (available at sedar.com) and which are also available on XSR's website at siriusxm.ca. Additional details regarding the Transaction will be disclosed in the Management Information Circular to be filed in due course.

The forward-looking statements contained in this press release describe our expectations at May 13, 2016 and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise.

About SiriusXM Canada

Sirius XM Canada Holdings Inc. (TSX: XSR) operates as SiriusXM Canada. SiriusXM Canada, with approximately 2.7 million subscribers, is the country's leading audio entertainment company and broadcasts more than 130 satellite radio channels featuring premier sports, news, talk, entertainment and commercial-free music. SiriusXM Canada offers an array of content from the most recognized news, entertainment and major sports brands including the NHL, NFL, NBA, MLB, NASCAR, CNN, CBC, FOX, BBC, Howard Stern, Disney, Comedy Central and more.

SiriusXM programming is available on a variety of devices including pre-installed and after-market radios in cars, trucks and boats, smartphones and mobile devices, and consumer electronics products for homes and offices. SiriusXM programming is also available online at www.siriusxm.ca and on Apple and Android-powered mobile devices.

SiriusXM Canada has partnerships with every major automaker and its radio products are available at more than 2,500 retail locations nationwide. To find out more about SiriusXM Canada, visit our website at www.siriusxm.ca.

SiriusXM Canada has been designated one of Canada's 50 Best Managed Companies seven years in a row and is currently a Platinum Club Member, in addition to 2013, 2014 and 2015 rankings in PROFIT 500's list of Canada's Fastest Growing Companies.

Join SiriusXM Canada on Facebook at facebook.com/siriusxmcanada, on Twitter at twitter.com/siriusxmcanada and on Youtube at youtube.com/siriusxmcanada.

About SiriusXM

Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest radio company measured by revenue and has more than 30 million subscribers. SiriusXM creates and offers commercial-free music; premier sports talk and live events; comedy; news; exclusive talk and entertainment, and a wide-range of Latin music, sports and talk programming. SiriusXM is available in vehicles from every major car company in the U.S. and on smartphones and other connected devices as well as online at siriusxm.com. SiriusXM radios and accessories are available from retailers nationwide and online at SiriusXM. SiriusXM also provides premium traffic, weather, data and information services for subscribers through SiriusXM Traffic(TM), SiriusXM Travel Link, NavTraffic®, NavWeather(TM). SiriusXM delivers weather, data and information services to aircraft and boats through SiriusXM Aviation, SiriusXM Marine(TM), Sirius Marine Weather, XMWX Aviation(TM), XMWX Weather, and XMWX Marine(TM). In addition, SiriusXM Music for Business provides commercial-free music to a variety of businesses. SiriusXM holds a minority interest in SiriusXM Canada which has approximately 2.7 million subscribers. SiriusXM is also a leading provider of connected vehicles services to major automakers, giving customers access to a suite of safety, security, and convenience services including automatic crash notification, stolen vehicle recovery assistance, enhanced roadside assistance and turn-by-turn navigation.

SOURCE SiriusXM Canada

SiriusXM Canada

CONTACT: Odeta Kellici, SiriusXM Canada, Tel: 416-513-7416, Odeta.Kellici@siriusxm.ca; Kristen Dickson, NATIONAL Equicom, Tel: 416-848-1429, kdickson@national.ca; D.F. King, Tel: 1-866-822-1238 toll free in North America, inquiries@dfking.com


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