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 quarters ended March 31, 2007 and June 30, 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
has filed with the SEC an amended Registration Statement on Form S-4 containing a preliminary 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 PRELIMINARY
JOINT
PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE, AS WELL AS 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 can obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus 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 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, is contained in the preliminary Joint Proxy Statement/Prospectus filed with the SEC.
***
The following is a press release issued on September 19, 2007.
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For Immediate Release
September 19, 2007
September 19, 2007
Consumers Will Benefit from Merged Satellite Radio Company Say Leading
Consumer Electronic Retailers and Auto Manufacturers
Consumer Electronic Retailers and Auto Manufacturers
NEW YORK, NY and WASHINGTON, D.C. — September 19, 2007 — The list of consumer-based
businesses supporting the proposed merger of SIRIUS Satellite Radio (NASDAQ: SIRI) and XM
Satellite Radio (NASDAQ: XMSR) continues to grow with the recent announcement of support by
RadioShack Corporation. Their support comes on the heels of announcements in favor of the merger
from consumer electronics retailers Circuit City Stores, Inc. and Crutchfield Corporation, and
automotive manufacturers American Honda Motor Co. Inc., Toyota Motor Corporation and Hyundai Motor
America.
The support garnered from consumer electronics retailers and automotive manufacturers is a clear
indication that a merger of SIRIUS and XM would result in consumer benefits, including increased
programming choices and lower prices. These supportive companies have a keen understanding of
their customers and drive sales and business by catering to the interests of consumers. Their
support sends a clear message that the combined company would be welcomed by the American public.
These companies also recognize the large breadth and diversity of competition in the audio
entertainment marketplace today. Auto manufacturers already equip consumers with an array of audio
entertainment choices, including hook-ups for iPods and mp3 players, terrestrial radio, HD Radio,
CD players, audio cassette players and satellite radio. Similarly, consumer electronics retailers
overwhelm consumers with not only those options for audio entertainment listed above, but also
iPods and mp3 players, portable CD and audio cassette players, internet radio and mobile phones
with integrated music players. These companies clearly understand that there is a vast amount of
entertainment options competing for the ear of consumers.
These companies’ unique grasp on consumer needs and demands in the audio entertainment market
is further evidenced in their supportive filings with the Federal Communications Commission
(FCC), excerpts of which are showcased below:
“...the merger will bring greater vitality and financial resources to this upstart technology.
Allowing this to happen will, in turn, spark a new generation of services and products with more
advanced and user-friendly features. Consumers, of course, will be better off as a result.”
— Julian C. Day, Chairman and CEO, RadioShack Corporation
“Based on our longstanding expertise in both the home and car audio entertainment business, we
strongly believe that this merger will be beneficial to consumers. In fact, we believe that it is
critical for the continued growth of this medium.”
— William G. Crutchfield, Jr., CEO and Founder, Crutchfield Corporation
“Circuit City believes that the FCC should allow Sirius and XM to implement their plans to make
satellite radio a stronger competitor, and provide improved product and service to consumers, by
approving their applications in this proceeding.”
— Philip J. Schoonover, Chairman, President and CEO, Circuit City Stores, Inc.
“We are informed that as a result of the proposed merger satellite radio customers will be able to
select packages of fewer channels at lower prices. If these enhanced options in fact become
available, satellite radio subscribers stand to benefit as entertainment choices would increase and
overall pricing would become more affordable.”
— George S. Cary and Michael R. Lazerwitz, [on behalf of] Toyota Motor Corporation
“We believe that efficiencies realized from the merger will benefit our customers in other ways, as
well. For example, the merged company will likely improve upon current in-vehicle services that
support the driving experience, such as traffic and weather, and promote the introduction of
exciting new services. It will also provide a more robust and stable platform for satellite radio
generally, and maximize its prospects for success in the increasingly competitive market for audio
entertainment services.”
— Wayne Killen, Director, Product Planning, Hyundai Motor America
“While American Honda has seen early promise in this collaboration, it has become evident that
satellite radio and digital satellite services must compete mightily in the U.S. with a wide array
of burgeoning entertainment forms and an ever-widening list of technology participants who are
delivering services in this space.”
— Charles Koch, Manager American Honda Product Planning, American Honda Motor Co. Inc.
- ### -
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 and NBA, and broadcasts live play-by-play games of the NFL and NBA, 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 80
channels of talk, entertainment, sports, and 100% commercial free music.
SIRIUS Backseat TV™ is the first ever live in-vehicle rear seat entertainment featuring three
channels of children’s TV programming, including Nickelodeon, Disney Channel and Cartoon Network,
for the subscription fee of $6.99 plus applicable audio subscription fee.
SIRIUS products for the car, truck, home, RV and boat are available in more than 20,000 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 is America’s number one satellite radio company with more than 8.2 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 .
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 and June 30, 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 has filed with the SEC an
amended Registration Statement on Form S-4 containing a preliminary 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 PRELIMINARY JOINT PROXY
STATEMENT/PROSPECTUS AND THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AS WELL AS 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 can obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus 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 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, is contained in the preliminary Joint Proxy Statement/Prospectus filed with the SEC.
***
SIRIUS Media
Relations
Patrick Reilly
212-901-6646
PReilly@siriusradio.com
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