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Radio News (more headlines) 01-11-2014

Liberty Media Proposes Transaction To Acquire All SiriusXM Shares

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SiriusXM's Board of Directors received a non-binding letter from Liberty Media Corporation proposing a transaction pursuant to which all outstanding shares of common stock of the Company not owned by Liberty would be converted into the right to receive 0.0760 of a new share of Liberty Series C common stock. Liberty has indicated that immediately prior to such conversion, Liberty intends to distribute, on a 2:1 basis, shares of Liberty's Series C common stock to all holders of record of Liberty's Series A and B common stock. Upon the completion of the proposed transaction, Liberty indicated that it expects that SiriusXM's public stockholders would own approximately 39% of Liberty's then-outstanding common stock.

SiriusXM's Board of Directors intends to form a Special Committee of independent directors to consider Liberty's proposal. Liberty's proposal noted that the transaction will be conditioned on the approval of both a Special Committee and a majority of the public stockholders of SiriusXM, other than Liberty. Liberty also noted that the approval by the Liberty shareholders of the issuance of the Series C common shares in the proposed transaction would also be required under applicable Nasdaq Stock Market requirements.

The letter provides that no legally binding obligation with respect to any transaction exists unless and until mutually acceptable definitive documentation is executed and delivered with respect thereto. There can be no assurance that the transaction proposed by Liberty or any related transaction will be completed or, if completed, will have any specified terms, including with respect to pricing or timing.

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