Filed by Sirius Satellite Radio Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: XM Satellite Radio Holdings Inc.
Commission File No.: 0-27441
Commission File No.: 0-27441
This communication contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include, but are not limited to,
statements about the benefits of the business combination transaction involving Sirius Satellite
Radio Inc. and XM Satellite Radio Holdings Inc., including potential synergies and cost savings and
the timing thereof, future financial and operating results, the combined company’s plans,
objectives, expectations and intentions with respect to future operations, products and services;
and other statements identified by words such as “anticipate,” “believe,” “plan,” “estimate,”
“expect,” “intend,” “will,” “should,” “may,” or words of similar meaning. Such forward-looking
statements are based upon the current beliefs and expectations of SIRIUS’ and XM’s management and
are inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS
and XM. Actual results may differ materially from the results anticipated in these forward-looking
statements.
The following factors, among others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the forward-looking statement: general
business and economic conditions; the performance of financial markets and interest rates; the
ability to obtain governmental approvals of the transaction on a timely basis; the failure of
SIRIUS and XM stockholders to approve the transaction; the failure to realize synergies and
cost-savings from the transaction or delay in realization thereof; the businesses of SIRIUS and XM
may not be combined successfully, or such combination may take longer, be more difficult,
time-consuming or costly to accomplish than expected; and operating costs and business disruption
following the merger, including adverse effects on employee retention and on our business
relationships with third parties, including manufacturers of radios, retailers, automakers and
programming providers. Additional factors that could cause SIRIUS’ and XM’s results to differ
materially from those described in the forward-looking statements can be found in SIRIUS’ and XM’s
Annual Reports on Form 10-K for the year ended December 31, 2006, and Quarterly Reports on Form
10-Q for the quarter ended March 31, 2007, which are filed with the Securities and Exchange
Commission (the “SEC”) and available at the SEC’s Internet site (http://www.sec.gov). The
information set forth herein speaks only as of the date hereof, and SIRIUS and XM disclaim any
intention or obligation to update any forward looking statements as a result of developments
occurring after the date of this communication.
Important Additional Information Will be Filed with the SEC
This communication is being made in respect of the proposed business combination involving
SIRIUS and XM. In connection with the proposed transaction, SIRIUS plans to file with the SEC a
Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of SIRIUS
and XM plans to file with the SEC other documents regarding the proposed transaction. The
definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of SIRIUS and XM.
INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration
Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with
the SEC by SIRIUS and XM through the web site maintained by the SEC at www.sec.gov. Free copies of
the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other
documents filed with the SEC can also be obtained by directing a request to Sirius Satellite Radio
Inc., 1221 Avenue of the Americas, 36th Floor, New York, NY 10020, Attention: Investor
Relations or by directing a request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, N.E.
Washington, DC 20002, Attention: Investor Relations.
SIRIUS, XM and their respective directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding SIRIUS’ directors and executive officers is available in its Annual Report on
Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007, and
its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on
April 23, 2007, and information regarding XM’s directors and executive officers is available in
XM’s Annual Report on Form 10-K, for the year ended December 31, 2006, which was filed with the SEC
on March 1, 2007 and its proxy statement for its 2007 annual meeting of stockholders, which was
filed with the SEC on April 17, 2007. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials
to be filed with the SEC when they become available.
***
The following is a press release issued on July 10, 2007.
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SIRIUS and XM Recognize Additional Support for Merger
Think Tanks, Companies and Individuals File Supportive Comments with FCC on Monday Afternoon
NEW YORK, NY and WASHINGTON, DC — July 10, 2007 — XM Satellite Radio (NASDAQ: XMSR) and
SIRIUS Satellite Radio (NASDAQ: SIRI) today commented on the additional support they have received
for their merger. At the close of phase one of the Federal Communications Commission (FCC) public
comment period on Monday afternoon, additional think tanks, companies and individuals filed
supportive comments further demonstrating the widespread belief that the SIRIUS-XM merger is in
the public interest and should be approved. The latest comments come on top of the more than 3,500
favorable comments from individuals and 20 prestigious organizations and businesses.
Among the additional supportive comments filed with the FCC on Monday afternoon were:
• Competitive Enterprise Institute
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• Ed Meese and Jim Gattuso at the | |
• Crutchfield Corporation
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Heritage Foundation | |
• Free State Foundation
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• Loral Space & Communications | |
• Frank Sinatra Enterprises
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• The Progress & Freedom Foundation | |
• Honda
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• Steven Van Zandt |
“The latest comments filed with the FCC echo the thousands of pro-merger comments that have
already been filed and reflect the breadth and diversity of the support for our merger,” said Mel
Karmazin, CEO of SIRIUS Satellite Radio. “SIRIUS and XM — and the many groups and people who
support us — believe that the merger will lead to more choices and better pricing for consumers,
and will create a stronger competitor in the rapidly evolving audio entertainment market.”
In filing their comments with the FCC, the third parties listed above have made a compelling case
for the merger and the many ways it stands to benefit consumers. In announcing their support, they
said:
“It is more than apparent to our company and our customers that this merger
would benefit consumers immediately and in the long run by keeping access
pricing affordable and is appropriate at this time.” (Honda, July 9, 2007)
“We believe that the merger of SIRIUS and XM will greatly benefit
consumers... Frank Sinatra Enterprises strongly urges the FCC to approve the
merger of SIRIUS and XM.” (Frank Sinatra Enterprises, July 5, 2007)
“We strongly believe that this merger will ensure that satellite radio remains a
robust competitor in the audio entertainment market for years to come... In our
view, the audio entertainment marketplace is a robust and expanding industry. We
believe this merger would allow satellite radio to better compete against other
listening options. For example, we understand that consumers will have the
opportunity to receive more channels, including the best of SIRIUS and XM... We
strongly urge the Commission to allow this merger to proceed without intervention,
so that suppliers and consumers will be able to benefit from a more competitive
and vigorous audio entertainment marketplace.” (Loral Space & Communications, July
9, 2007)
More information on the SIRIUS-XM merger can be found at www.siriusmerger.com or
www.xmmerger.com.
# # #
About SIRIUS
SIRIUS, “The Best Radio on Radio,” delivers more than 130 channels of the best programming in all
of radio. SIRIUS is the original and only home of 100% commercial free music channels in satellite
radio, offering 69 music channels. SIRIUS also delivers 65 channels of sports, news, talk,
entertainment, traffic, weather and data. SIRIUS is the Official Satellite Radio Partner of the
NFL, NASCAR, NBA and NHL, and broadcasts live play-by- play games of the NFL, NBA and NHL, as well
as live NASCAR races. All SIRIUS programming is available for a monthly subscription fee of only
$12.95.
SIRIUS Internet Radio (SIR) is a CD-quality, Internet-only version of the SIRIUS radio service,
without the use of a radio, for the monthly subscription fee of $12.95. SIR delivers more than 75
channels of talk, entertainment, sports, and 100% commercial free music.
SIRIUS products for the car, truck, home, RV and boat are available in more than 25,000 retail
locations, including Best Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam’s Club,
RadioShack and at shop.sirius.com.
SIRIUS radios are offered in vehicles from Audi, Bentley, BMW, Chrysler, Dodge, Ford, Infiniti,
Jaguar, Jeep®, Land Rover, Lexus, Lincoln, Mercury, Maybach, Mazda, Mercedes-Benz, MINI,
Mitsubishi, Nissan, Rolls Royce, Scion, Toyota, Volkswagen, and Volvo. Hertz also offers SIRIUS in
its rental cars at major locations around the country.
Click on www.sirius.com to listen to SIRIUS live, or to purchase a SIRIUS radio and
subscription.
About XM
XM (Nasdaq: XMSR) is America’s number one satellite radio company with more than 8 million
subscribers. Broadcasting live daily from studios in Washington, DC, New York City, Chicago, the
Country Music Hall of Fame in Nashville, Toronto and Montreal, XM’s 2007 lineup includes more
than 170 digital channels of choice from coast to coast: commercial-free music, premier sports,
news, talk radio, comedy, children’s and entertainment programming; and the most advanced traffic
and weather information.
XM, the leader in satellite-delivered entertainment and data services for the automobile market
through partnerships with General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki and
Toyota is available in 140 different vehicle models for 2007. XM’s industry-leading products are
available at consumer electronics retailers nationwide. For more information about XM hardware,
programming and partnerships, please visit http://www.xmradio.com.
***
Important Additional Information Will be Filed with the SEC
This communication is being made in respect of the proposed business combination involving SIRIUS
and XM. In connection with the proposed transaction, SIRIUS plans to file with the SEC a
Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of
SIRIUS and XM plan to file with the SEC other documents regarding the proposed transaction. The
definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of SIRIUS and XM.
INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement and
the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by
SIRIUS and XM through the web site maintained by the SEC at www.sec.gov. Free copies of the
Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other
documents filed with the SEC can also be obtained by directing a request to SIRIUS Satellite Radio
Inc., 1221 Avenue of the Americas, New York, NY 10020, Attention: Investor Relations.
SIRIUS, XM and their respective directors and executive officers and other persons may be deemed
to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding SIRIUS’ directors and executive officers is available in its Annual Report
on Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007,
and its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC
on April 23, 2007, and information regarding XM’s directors and executive officers is available
in XM’s Annual Report on Form 10-K, for the year ended December 31, 2006, which was filed with
the SEC on March 1, 2007 and its proxy statement for its 2007 annual meeting of shareholders,
which was filed with the SEC on April 17, 2007. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other
relevant materials to be filed with the SEC when they become available.
***
Contacts:
SIRIUS
Media Relations
Patrick Reilly
212-901-6646
PReilly@siriusradio.com
Media Relations
Patrick Reilly
212-901-6646
PReilly@siriusradio.com
Joele Frank / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ebrielmann@joelefrank.com
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ebrielmann@joelefrank.com
XM
Media Relations
Nathaniel Brown
212-708-6170
Nathaniel.Brown@xmradio.com
Media Relations
Nathaniel Brown
212-708-6170
Nathaniel.Brown@xmradio.com
Chance Patterson
202-380-4318
Chance.Patterson@xmradio.com
202-380-4318
Chance.Patterson@xmradio.com