Filed by Sirius Satellite Radio Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-6 under the
Securities Exchange Act of 1934
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-6 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, June 30, 2007 and September 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 and Where to Find It
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 a
Registration Statement on Form S-4 containing a definitive Joint Proxy Statement/Prospectus and
each of SIRIUS and XM may file with the SEC other documents regarding the proposed transaction. The
Joint Proxy Statement/Prospectus was first mailed to
stockholders of SIRIUS and XM on or about October 9, 2007. INVESTORS AND SECURITY HOLDERS OF
SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, 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 Joint Proxy Statement/Prospectus filed with the SEC.
***
The
following is a press release issued on October 29, 2007.
|
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FOR IMMEDIATE RELEASE
October 29, 2007
October 29, 2007
More Members of Congress Voice Support for the SIRIUS/XM Merger
Diverse Group of Representatives See Merger as Strengthening Program Diversity
Diverse Group of Representatives See Merger as Strengthening Program Diversity
WASHINGTON, DC and NEW YORK, NY — October 29, 2007 — In a letter sent to Federal Communications
Commission Chairman Kevin Martin, eleven Members of Congress voiced their support for the merger of
SIRIUS Satellite Radio (NASDAQ: SIRI) and XM Satellite Radio (NASDAQ: XMSR). Their letter further
underscores the two companies’ commitment to enhancing diverse programming and the benefits a
merger will bring to minority consumers.
The letter was signed by: Rep. Sanford Bishop (D-GA), Rep. Corrine Brown (D-FL), Rep. Yvette Clarke
(D-NY), Rep. Danny Davis (D-IL), Rep. Eliot Engel (D-NY), Rep. Ralph Hall (R-TX), Rep. Alcee
Hastings (D-FL), Rep. Carolyn Maloney (D-NY), Rep. Greg Meeks (D-NY), Rep. Bobby Rush (D-IL), and
Rep. Edolphus Towns (D-NY). In their letter to Chairman Martin, the lawmakers identified a
“plethora of choices” in the audio entertainment market that compete with satellite radio, adding
that enabling the two companies to merge will enhance “innovative and diverse content, jobs and
business partnering opportunities.”
They also extolled the numerous consumer benefits derived from satellite radio that would be
improved with the synergies achieved from a merger of XM and SIRIUS, stating,
“...the merger of Sirius and XM will create new opportunities for this type of
diverse programming that has been overlooked by terrestrial-radio broadcasters.
This merger will allow the companies to offer even more diverse content by
consolidating programming and better utilizing capacity to offer even more unique
and diverse programming to currently underserved populations.”
They further noted, “we firmly believe that allowing these satellite-radio companies to
merge...is in the public interest.”
The “ardent support” of these Members of Congress is added to the chorus of voices from others who
endorse the merger including groups representing minority communities; rural organizations; women’s
organizations; other lawmakers, corporations, consumer
groups; and private citizens including: the National Association for the Advancement of Colored
People (NAACP), League of United Latin American Citizens (LULAC), Americans for Tax Reform,
Independent Women’s Forum, Parents Television Council, Heritage Foundation, American Trucking
Associations, Charlie Daniels, Toyota Motor Corporation and Circuit City Stores, Inc. among others.
To read the Congressional letter of support, please visit 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 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 and Where to Find It
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 a Registration
Statement on Form S- 4 containing a definitive Joint Proxy Statement/Prospectus and each of SIRIUS
and XM may file with the SEC other documents regarding the proposed transaction. The Joint Proxy
Statement/Prospectus was first mailed to stockholders of SIRIUS and XM on or about October 9, 2007.
INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, 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 Joint Proxy Statement/Prospectus filed with the SEC.
***
SIRIUS
Media Relations
Patrick Reilly
212-901-6646
PReilly@siriusradio.com
Media Relations
Patrick Reilly
212-901-6646
PReilly@siriusradio.com
Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ksullivan@joelefrank.com
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ksullivan@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