SiriusXM Canada Strongly Disagrees with Dissident Complaint

SiriusXM Canada Strongly Disagrees with Dissident Complaint

TORONTO, July 19, 2016 /CNW/ - Sirius XM Canada Holdings Inc. ("SiriusXM Canada" or the "Company") (TSX: XSR), the parent of Sirius XM Canada Inc., announced that it strongly disagrees with a complaint filed (the "Filing") with the Ontario Securities Commission by certain dissident shareholders ("Dissidents"). The Filing relates to concerns of certain Dissidents in respect of the proposed Recapitalization by way of a going-private transaction (the "Recapitalization"), which they press released on July 18, 2016.

The Company is of the view that the Dissidents' complaint is completely without merit and does not accurately reflect the circumstances underlying the transaction. SiriusXM Canada's independent directors have determined that the Recapitalization is in the best interest of the Company and is fair from a financial point of view to the minority shareholders, having regard to a number of factors including the fairness opinion and formal valuation from Ernst & Young LLP and the fairness opinion from National Bank Financial Markets. The Company will present its position to Staff of the Ontario Securities Commission shortly and place the allegations raised by the Dissidents in their proper context.

The Recapitalization was previously announced on May 13, 2016. The Company expects to mail its management information circular (the "Circular") to shareholders by no later than August 4, 2016. The Circular will provide significant disclosure regarding the Recapitalization, its background and its rationale, including disclosure in respect of the concerns raised by the Dissidents. The Company intends to engage with its shareholders once the Circular is filed and publicly available.

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 complaint filed in respect of the Recapitalization; the timing of the Company's response to the Ontario Securities Commission, the timing of the Circular's mailing; the timing of the Special Meeting; the timing of the Record Date for the Special Meeting; and receipt of the interim order. 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. Additional details regarding the proposed recapitalization 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 on the date hereof 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 more than 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.

SOURCE Sirius XM Canada Holdings Inc.

Sirius XM Canada Holdings Inc.

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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