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 a
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 10, 2007.
|
 |
FOR IMMEDIATE RELEASE
National Survey Shows Overwhelming Support For New
Satellite Radio Programming Packages
Satellite Radio Programming Packages
By Wide Margin
Voters Say SIRIUS/XM Merger Is In the Public Interest
Voters Say SIRIUS/XM Merger Is In the Public Interest
NEW YORK, NY and WASHINGTON, DC — September 10, 2007 — An overwhelming 70 percent or more of
voters say that two new a la carte programming packages and a best of both package, combining
channels from both SIRIUS Satellite Radio (NASDAQ: SIRI) and XM Satellite Radio (NASDAQ: XMSR),
would be good for consumers, according to a poll released today by the two companies. The poll
also found very strong support for the merger itself, and for other new plans that expand the
programming choices and pricing options for consumers.
Support for the new programming packages among voters in the survey was universal: Democrats and
Republicans surveyed both indicated that the new programming offerings were good for consumers,
and every demographic group identified in the study believed that the new programming choices
would be a good deal for consumers.
According to the voter survey:
| • | 77 percent responded that the $6.99 priced “a la carte” offering, where listeners choose the individual channels they want to receive, would be good for consumers. Voters were told that these a la carte offerings would be available on newly equipped radios. | |
| • | 72 percent found that a $14.99 a la carte offering, where consumers would select channels from a pool that includes the channels on one service plus popular selections from other, would be good for consumers. | |
| • | 70 percent indicated that the fixed “best of both” package, featuring channels on one service plus the most popular channels on the other for $16.99 per month, would be good for consumers. | |
| • | 62 percent of voters said the mostly music and separate mostly news, sport and talk packages at $9.99 per month would be good for consumers — almost three times as many who said these packages would be bad for consumers. | |
| • | Finally, by nearly a 2-1 margin (56 percent good, 29 percent bad), voters said that the family friendly packages at $11.99 and $14.99 that exclude adult-themed programming would be good for consumers. |
While voters often view mergers with a degree of skepticism, the survey found strong voter
support for the merger of XM and SIRIUS. By more than 2-1 (57% agree, 28% disagree) voters
agreed that the new programming plans demonstrate why this merger is good for consumers and in
the public interest.
“These numbers are even more impressive when you consider that recent public opinion studies have
shown the American public to be skeptical about the impact mergers will have on consumers and the
country,” said Robert Autry, partner of Public Opinion Strategies, LLC, the Virginia based
research firm that conducted the survey.
A Newsweek survey in 2000 found voters equally divided (18% good, 19% bad) when asked whether
the then pending merger between AOL and Time Warner will be a good thing or bad thing for people
like you. “This is a stark comparison to the strong support received in this survey for the
Sirius/XM merger,” added Autry.
One area where the new survey did find great skepticism was the effort by the National
Association of Broadcasters to try to block the SIRIUS/XM merger. Nearly six out of ten voters
in the survey (58 percent agree, 31 percent disagree)
agree that AM and FM radio stations are opposing the merger because the combined satellite
company will be a stronger competitor to traditional radio.
The telephone survey was commissioned by SIRIUS and XM and conducted among eight hundred registered
voters from August 7-9, 2007. It has a margin of error of plus or minus 3.46 percent.
An executive summary of the survey is available at either 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 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, 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 a
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
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