Broadcaster Magazine

SiriusXM Canada Shareholders Approve Recapitalization Go-Private Transaction

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  • Sirius XM Canada Holdings Inc., the parent of Sirius XM Canada Inc., is pleased to announce that a special majority of voting shareholders, including a majority of disinterested Company Voting Shareholders, have approved the special resolution authorizing a statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario), pursuant to which, among other things, all of the shares of the Company will be acquired by 2517835 Ontario Inc.

    The Arrangement Resolution was approved by 89.14% of the 121,792,144 votes cast by Company Voting Shareholders, and 65.91% of the 38,781,229 votes cast by disinterested Company Voting Shareholders, present in person or represented by proxy at the special meeting of shareholders held earlier today. The Company has therefore satisfied its shareholder approval requirements in respect of the Arrangement Resolution, being approval by not less than (i) 66 2/3% of the votes cast by Company Voting Shareholders voting as a single class, and (ii) a majority of the votes cast by disinterested Company Voting Shareholders.

    “The strong voting support in favour of the transaction clearly demonstrates that our shareholders recognize that it is an opportunity for them to best maximize the value of their current investment, be it by taking advantage of the premium cash offer, remaining invested in the North American market opportunity, or a combination of both,” said Mark Redmond, President and CEO of SiriusXM Canada. With these shareholder approvals in place, we will continue to work to secure the necessary regulatory approvals to close the transaction in a timely manner.”

    The Arrangement is subject to the approval and issuance of a final order by the Ontario Superior Court of Justice (Commercial List) (the “Court”), the receipt of regulatory approval from the Canadian Radio-television and Telecommunications Commission and the satisfaction or waiver of other customary closing conditions. The Company and the Court have been advised by the investor group, which had opposed the arrangement to date, that it will not be appearing to oppose approval of the Arrangement at the fairness hearing. The fairness hearing, at the request of the Court, has been adjourned from Friday, September 2, 2024 to Tuesday, September 6, 2024 at 9:30 am (EST). In addition, the Company has confirmed that no shareholders exercised dissent rights in connection with the Arrangement Resolution.

    Letter of Transmittal and Election Form

    Enclosed with the management information circular dated July 29, 2024 (the “Circular”), and mailed to registered Company shareholders, was a letter of transmittal and election form (the “Letter of Transmittal”) explaining how registered Company shareholders can elect, subject to applicable conditions and proration, cash, shares in Sirius XM Holdings Inc. (“SIRI”), or exchangeable shares, or a combination thereof, as well as how registered Company shareholders can deposit and obtain payment for their Company shares once the Arrangement is completed. The availability of exchangeable share consideration is subject to receipt of the exemptive relief, as described in the Circular, and Company shares being exchanged for exchangeable shares having an aggregate equivalent value of at least $25,000,000. Non-registered Company shareholders should carefully follow the instructions from the intermediary that holds Company shares on their behalf in order to make an election. A copy of the Letter of Transmittal is also available on SEDAR at and on the Company’s dedicated transaction website

    The Company will provide at least 10 business days’ notice of the deadline for making an election between cash, SIRI shares, or exchangeable shares, or a combination thereof, to Company shareholders by means of a news release disseminated on a national newswire in Canada. The announcement of the Election Deadline will occur following satisfaction of conditions of the Arrangement (as further described in the Circular).