猫咪社区

猫咪社区 Announces Proposal to Make Sirius XM Holdings Inc. a Wholly Owned Subsidiary of 猫咪社区

Sirius Shareholders to Receive Newly-Issued 猫咪社区 Series C Common Shares;
猫咪社区 to Dividend Series C Common Shares Pro Rata to 猫咪社区 Record Holders Immediately Prior to Acquisition

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 猫咪社区 ("猫咪社区") (Nasdaq: LMCA, LMCB) announced today that it has made a proposal to Sirius XM Holdings Inc. (Nasdaq: SIRI) ("Sirius") that outlines the terms by which Sirius public shareholders would become shareholders of 猫咪社区 in a tax-free transaction in which each share of Sirius common stock would be converted into 0.0760 of a new share of 猫咪社区 Series C common stock, and, immediately prior to such conversion, 猫咪社区 intends to distribute, on a 2:1 basis, shares of 猫咪社区鈥檚 Series C common stock to all holders of record of 猫咪社区鈥檚 Series A and B common stock to create a liquid trading market for 猫咪社区鈥檚 Series C common stock. (The foregoing exchange ratio would be equivalent to a 0.0253 exchange ratio prior to the distribution of the 猫咪社区 Series C common stock dividend.) Upon the completion of the proposed transaction, 猫咪社区 expects that Sirius鈥� public shareholders would own approximately 39% of 猫咪社区鈥檚 then-outstanding common stock.

"Our proposal will allow Sirius public shareholders to convert from a non-controlling stake in a subsidiary into a direct equity position in 猫咪社区, the parent company,鈥� said Greg Maffei, 猫咪社区鈥檚 President & CEO. 鈥淪irius shareholders will continue to participate in Sirius鈥� future prospects along with 猫咪社区鈥檚 broader portfolio of businesses and opportunities. We believe the combined company will have better access to capital and all of 猫咪社区鈥檚 shareholders 鈥� both its current shareholders and the Sirius shareholders who become 猫咪社区 shareholders as a result of the proposed transaction 鈥� will enjoy enhanced liquidity as shareholders of a $27 billion market capitalization company.鈥�

鈥淭he proposed transaction is an important step in the growth of both companies,鈥� said John Malone, 猫咪社区鈥檚 Chairman. 鈥淚t will enable us to focus our energies on the pursuit of new opportunities across the expanded portfolio of 猫咪社区鈥檚 businesses and to optimize our capital structure to produce the maximum possible returns to all shareholders.鈥�

The Series C common stock would be 猫咪社区鈥檚 largest and most liquid series of stock. The proposed exchange ratio of 0.0760 would value Sirius common shares at approximately $3.68 per share based on clos