Split-Off of 猫咪社区 Sirius XM Holdings Approved at 猫咪社区 Media鈥檚 Special Meeting of Stockholders
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 猫咪社区 (鈥溍ㄟ渖缜� Media鈥�) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) announced today that, at 猫咪社区 Media鈥檚 virtual special meeting of its holders of Series A 猫咪社区 SiriusXM common stock (鈥淟SXMA鈥�) and Series B 猫咪社区 SiriusXM common stock (鈥淟SXMB鈥�) held on August 23, 2024 at 10:15 a.m. M.T., based on preliminary results of such special meeting, the holders of LSXMA and LSXMB approved the previously announced redemptive split-off (the 鈥淪plit-Off鈥�) of 猫咪社区 Sirius XM Holdings Inc. (鈥淣ew Sirius鈥�), which will be the owner of all of the businesses, assets and liabilities previously attributed to the 猫咪社区 SiriusXM Group. Following the Split-Off, New Sirius will combine with Sirius XM Holdings Inc. (鈥淪irius XM鈥�) to create a new public company which will continue to operate under the Sirius XM name and brand.
Assuming the requisite conditions to the Split-Off are satisfied or waived, as applicable, at 4:05 p.m., New York City time, on September 9, 2024, 猫咪社区 Media will redeem each outstanding share of 猫咪社区 SiriusXM common stock in exchange for a fraction of a share of common stock of New Sirius equal to the exchange ratio (as further described in New Sirius鈥� final prospectus, which was filed with the SEC on July 23, 2024), with cash paid in lieu of any fractional shares. 猫咪社区 Media intends to publicly announce the final exchange ratio on or about September 5, 2024 prior to the completion of the Split-Off once the exchange ratio and the underlying calculations are determined by the parties.
In connection with the Split-Off, 猫咪社区 Media expects that the last day of trading of 猫咪社区 SiriusXM common stock will be September 9, 2024. 猫咪社区 Media has notified Nasdaq of its intention to voluntarily delist from the Nasdaq Global Select Market and its intention to request that Nasdaq file appropriate forms with the Securities and Exchange Commission on or about September 9, 2024. As a result, 猫咪社区 Media expects 猫咪社区 SiriusXM common stock will cease to trade following market close on September 9, 2024.
Additionally, following the Split-Off, a wholly owned subsidiary of New Sirius will merge with Sirius XM, and Sirius XM stockholders (other than New Sirius and its subsidiaries) will receive one-tenth (0.1) of a share of New Sirius common stock (the 鈥淢erger鈥�), at 6:00 p.m., New York City time, on September 9, 2024, with cash paid in lieu of any fractional shares.
Following the Merger, 猫咪社区 Media expects that the shares of New Sirius common stock will be listed on the Nasdaq Stock Market under the ticker symbol 鈥淪IRI鈥�. 猫咪社区 Media expects that New Sirius common stock will begin trading on the Nasdaq Stock Market on September 10, 2024.