07:26:56 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Sirius XM Canada Holdings Inc
Symbol XSR
Shares Issued 104,813,543
Close 2016-08-30 C$ 4.70
Market Cap C$ 492,623,652
Recent Sedar Documents

Sirius XM Canada shareholders approve go-private deal

2016-08-30 12:57 ET - News Release

Mr. Mark Redmond reports

SIRIUSXM CANADA SHAREHOLDERS APPROVE RECAPITALIZATION GO-PRIVATE TRANSACTION

A special majority of voting shareholders, including a majority of disinterested company voting shareholders, have approved the special resolution authorizing a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario), pursuant to which, among other things, all of the shares of Sirius XM Canada Holdings Inc. will be acquired by 2517835 Ontario Inc.

The arrangement resolution was approved by 89.14 per cent of the 121,792,144 votes cast by company voting shareholders and 65.91 per cent of the 38,781,229 votes cast by disinterested company voting shareholders, present in person or represented by proxy at the special meeting of shareholders held on Aug. 30, 2016. The company has therefore satisfied its shareholder approval requirements in respect of the arrangement resolution, being approval by not less than: (i) 66-2/3rds per cent of the votes cast by company voting shareholders voting as a single class and (ii) a majority of the votes cast by disinterested company voting shareholders.

"The strong voting support in favour of the transaction clearly demonstrates that our shareholders recognize that it is an opportunity for them to best maximize the value of their current investment, be it by taking advantage of the premium cash offer, remaining invested in the North American market opportunity or a combination of both," said Mark Redmond, president and chief executive officer of Sirius XM Canada. "With these shareholder approvals in place, we will continue to work to secure the necessary regulatory approvals to close the transaction in a timely manner."

The arrangement is subject to the approval and issuance of a final order by the Ontario Superior Court of Justice (Commercial List), the receipt of regulatory approval from the Canadian Radio-television and Telecommunications Commission, and the satisfaction or waiver of other customary closing conditions. The company and the court have been advised by the investor group, which had opposed the arrangement to date, that it will not be appearing to oppose approval of the arrangement at the fairness hearing. The fairness hearing, at the request of the court, has been adjourned from Friday, Sept. 2, 2016, to Tuesday, Sept. 6, 2016, at 9:30 a.m. (EST). In addition, the company has confirmed that no shareholders exercised dissent rights in connection with the arrangement resolution.

Letter of transmittal and election form

Enclosed with the management information circular dated July 29, 2016, and mailed to registered company shareholders, was a letter of transmittal and election form explaining how registered company shareholders can elect, subject to applicable conditions and proration, cash, shares of Sirius XM Holdings Inc. (SIRI) or exchangeable shares, or a combination thereof, as well as how registered company shareholders can deposit and obtain payment for their company shares once the arrangement is completed. The availability of exchangeable share consideration is subject to receipt of the exemptive relief, as described in the circular, and company shares being exchanged for exchangeable shares having an aggregate equivalent value of at least $25-million. Non-registered company shareholders should carefully follow the instructions from the intermediary that holds company shares on their behalf in order to make an election. A copy of the letter of transmittal is also available on SEDAR and on the company's dedicated transaction website.

The company will provide at least 10 business days of notice of the deadline for making an election between cash, SIRI shares or exchangeable shares, or a combination thereof, to company shareholders by means of a news release disseminated on a national news wire in Canada. The announcement of the election deadline will occur following satisfaction of conditions of the arrangement (as further described in the circular).

About Sirius XM Canada

Sirius XM Canada Holdings operates as Sirius XM Canada. Sirius XM 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.

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