Liberty Moves to Take Sirius All-In

Proposes Tax-Free Exchange
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Liberty Media made moves Friday to acquire the remaining stake in Sirius XM Radio, proposing a tax-free exchange that would swap one share of the satellite radio giant for 0.076 shares of Liberty, valuing the company at about $3.68 per share, a 3% premium to its Jan. 3 closing price of $3.56 each.

Liberty already owns a 52% interest in Sirius, a stake that has grown considerably from a $530 million loan issued to the struggling satellite radio giant in 2009. Liberty continued to beef up its position in Sirius over the years and last January received approval from the Federal Communications Commission to take control of the satellite giant.

While its current proposal would not change control of Sirius, Liberty CEO Greg Maffei said in a statement it would allow the company greater access to capital and give Sirius’ current shareholders – which would own about 39% of the combined entity, “enhanced liquidity as shareholders of a $27 billion market capitalization company.”

“The proposed transaction is an important step in the growth of both companies,” Liberty chairman John Malone said in a statement. “It will enable us to focus our energies on the pursuit of new opportunities across the expanded portfolio of Liberty’s businesses and to optimize our capital structure to produce the maximum possible returns to all shareholders.”

Liberty said that the transaction will be conditioned on the approval of both a special committee of Sirius’ independent directors, as well as a majority of Sirius’ public stockholders, other than Liberty.

In a statement, Sirius said it has received a non-binding letter from Liberty proposing the transaction, and that the company intends to form a Special Committee of independent directors to consider the proposal.

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