[opendtv] Re: Satellite radio rivals Sirius, XM to merge
- From: "John Shutt" <shuttj@xxxxxxxxx>
- To: <opendtv@xxxxxxxxxxxxx>
- Date: Tue, 20 Feb 2007 23:40:24 -0500
----- Original Message -----
From: "Nick Kocsis" <kocsis_nick@xxxxxxxxxxxx>
I have the same concern as you Bert but in a different regulatory
jurisdiction. Where does it go from here? And what will happen to all
that surplus satellite and receiver hardware when the merger is finally
consummated.
Being an XM subscriber, I received the following email from XM today. It
explains that their near term vision for receiver and satellite hardware is
to keep both systems operational.
Sirius uses three inclined geosynchronous orbit satellites that do a huge
figure eight over North and South America, while XM uses satellites in the
more traditional geostationary orbit. Both are also on different
frequencies, using incompatible transport streams, so I imagine that in the
very remote possibility that Sirius and XM gets all the approvals to merge,
that eventually one system will be shut down.
Cheers,
John
February 20, 2007
Dear XM Radio Subscriber:
We want to share with you some exciting news: Yesterday, in Washington DC,
we announced XM Radio will be merging with Sirius Satellite Radio to form
the premier digital audio service.
The merger will create a satellite radio company that will provide consumers
across the country with more and better premium radio programming. The
combined company will be able to compete better in what has become a very
complex and dynamic entertainment market.
Where today our exclusive contracts mean you had to choose between baseball
and football or Oprah and Martha Stewart, the new company will seek to
ensure that in the future, you will be able to access both companies'
programming. And, once we are fully integrated, those of you who have
factory-installed satellite radio will no longer be limited to the
programming provided by the exclusive satellite radio service chosen by
their car manufacturer.
This merger should be completed in late 2007 or early in 2008. Throughout
the year, we will provide updates on how the merger is progressing and
information will be available at our website, www.xmradio.com.
Between today and the merger date, as well as during the period immediately
after the merger date, all of your services will remain the same. The
channel lineup, the customer service number, the great music technology, and
the XM Radio web site will all remain unchanged and there will be no
disruption to service. But, if you have questions, information will be
available and maintained on our website, and you can contact our Listener
Care team at 800-XMRADIO, with questions and concerns.
XM Radio continues to be committed to providing you the highest quality
audio entertainment and customer service available today. After the merger,
our new company will be able to offer you the most exciting listening
experience in radio.
Sincerely,
Hugh Panero
CEO, XM Satellite Radio
Forward Looking Statements
This letter 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 shareholders 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, 2005, and Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2006, June 30, 2006 and September 30, 2006 which are filed with
the Securities and Exchange Commission (the "SEC") and available at the
SEC's Internet site 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 press release.
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
plans to file with the SEC a Registration Statement on Form S-4 containing a
Joint Proxy Statement/Prospectus and each of SIRIUS and XM plan 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 JOINT PROXY STATEMENT/PROSPECTUS AND 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 will be able to obtain free copies of the
Registration Statement and the Joint Proxy Statement/Prospectus (when
available) 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 (when
available) 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, New York, NY 10020, Attention: Investor Relations or by directing
a request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, NE
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, 2005, which was filed with the SEC on
March 13, 2006, and its proxy statement for its 2006 annual meeting of
stockholders, which was filed with the SEC on April 21, 2006, 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, 2005, which
was filed with the SEC on March 3, 2006 and its proxy statement for its 2006
annual meeting of shareholders, which was filed with the SEC on April 25,
2006. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Joint Proxy
Statement/Prospectus and other relevant materials to be filed with the SEC
when they become available.
Please note: this is not a promotional e-mail. As an XM subscriber, you
will periodically receive service notices via e-mail. These service notices
are intended to provide you with helpful information that will facilitate
and enhance your XM listening experience.
You are receiving this email because you previously indicated that you'd
like to receive email updates from XM Satellite Radio. To unsubscribe,
please visit unsubscribe.xmradio.com
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