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, 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 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 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 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, 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 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, 2006, which was filed with the SEC
on March 1, 2007 and its proxy statement for its 2006 annual meeting of stockholders, 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.
***
The following is a press release issued on March 2, 2007.
SIRIUS SATELLITE RADIO GUARANTEES RADIOS
SIRIUS radios will not become obsolete in a merger with XM
NEW YORK, NY — March 2, 2007 — SIRIUS Satellite Radio (NASDAQ: SIRI), which recently
announced plans to merge with XM Satellite Radio, today issued a guarantee to its more than 12
million listeners that existing radios will not become obsolete if the merger is approved.
SIRIUS unleashed a national print and retail advertising campaign today, which sets forth the
“SIRIUS Guarantee” in national and metropolitan publications. The guarantee says clearly that no
SIRIUS radios will become obsolete as a result of a merger with XM. SIRIUS has millions of radios
in the market, including many that are built into the vehicles manufactured by its automakers.
Customers who sign up now for SIRIUS will have their subscription rate honored by the merged
company. As a merged company, SIRIUS expects to be able to offer even more flexibility in
subscriptions and programming selection.
Following a merger, SIRIUS will be able to offer the best of both services in a mix of programming
that can be accessed by existing radios, including such critically acclaimed SIRIUS programming as:
| • | 100% commercial-free music | ||
| • | The best sports line-up including the NFL, NASCAR, NBA and college sports | ||
| • | Top personalities, such as Howard Stern, with two dedicated full-time channels, Martha Stewart Living Radio, CosmoRadio, Playboy Radio, and Blue Collar Comedy channel, among many others |
# # #
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, NBA and NHL, and broadcasts live play-by-play games of the NFL, NBA and NHL, 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 75
channels of talk, entertainment, sports, and 100% commercial free music.
SIRIUS products for the car, truck, home, RV and boat are available in more than 25,000 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.
This press release 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 our current beliefs and expectations and are inherently subject to
significant business, economic and competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond our control. 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 our results to differ materially from
those described in the forward-looking statements can be found in our Annual Report on Form 10-K
for the year ended December 31, 2006 which is 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 we 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.
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 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, 2006, which was filed with the SEC on March 1, 2007 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.
G-SIRI
Media Contact:
Patrick Reilly
SIRIUS
preilly@siriusradio.com
SIRIUS
preilly@siriusradio.com