Slaight and CBC collectively own approximately 22.5% of the outstanding shares of the Company on a converted basis. This election by Slaight will not impact its interest in the recapitalized private company post-closing. The current value of approximately C$4.83 per Class A Share is based on yesterday’s closing price of US$4.21 per SIRI share and the Bank of Canada noon exchange rate ofC$1.306 per US dollar, and the fixed exchange ratio of 0.898 SIRI shares and cash consideration of $4.50 per Class A Share under the plan of arrangement. The current value represents a premium of approximately 31% to the unaffected closing price of C$3.68 per Class A Share on the TSX on February 11, 2022 (the date prior to the Company’s announcement that it had been approached regarding a potential corporate transaction). The price per SIRI share and the US dollar exchange rate are both subject to change.
SiriusXM Canada also confirmed that it strongly disagrees with the recent press release issued by certain dissident shareholders which makes claims that the Company believes are entirely without merit and mischaracterizes important facts and circumstances underlying the transaction. The dissidents, among other things, incorrectly took issue with the methodology used in the independent formal valuation and two fairness opinions obtained by the Company, claiming certain factors were not considered when in fact they were. The special independent committee of directors (the “Special Committee”) engaged two highly reputable firms to provide the formal valuation and two fairness opinions, and each firm undertook a thorough and detailed process and conducted extensive analysis of all relevant facts and assumptions. Importantly, based on the independent work of each firm, both arrived at the same conclusion: the transaction is fair from a financial point of view to minority shareholders.
The Special Committee and all non-interested members of the board of directors of the Company unanimously recommend that Company shareholders vote FOR the proposed transaction for the reasons set out in the Company’s management information circular (“Circular”) that was filed on August 2, 2022.
SiriusXM Canada encourages Company shareholders to carefully read the Circular as it contains important information, including a full description of the plan of arrangement, background details on the extensive review and negotiation process undertaken, the detailed reasons behind the Special Committee’s recommendation in favour of the proposed transaction, as well as the complete independent third-party formal valuation and fairness opinion prepared by Ernst & Young LLP and fairness opinion prepared by National Bank Financial Inc. The Circular is available on SEDAR at www.sedar.com and on the Company’s dedicated transaction website atwww.siriusxmcanadatransaction.ca. The Circular was also mailed to all shareholders of record on July 29, 2022.