Sirius stockholders approved merger

Tuesday, November 13, 2007 at 11:47 AM
Tags: 2, XM

Sirius, XMUnsurprisingly, Sirius stockholders voted to approve the merger with XM Satellite Radio Holdings Inc.

The approval by Sirius Satellite Radio Inc. stockholders includes the amendment to the certificate of incorporation and the issuance of 4.6 shares of Sirius common stock for each share of XM.

Mel Karmazin, Chairman and CEO of Sirius issued the following statement:

"The approval by Sirius stockholders of our merger with XM represents a significant step in the approval process, and on behalf of the Board and management team, I want to thank our stockholders for their continued support. We look forward to completing the merger by the end of the year and, together with XM, becoming an even stronger competitor in the ever expanding audio entertainment marketplace offering consumers more choices at lower prices."

The preliminary count indicates that over 96% of the shares voted were cast in favor of the transaction.

Just curious, did anyone actually think that Sirius shareholders wouldn't approve the merger?

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Comments

I'm not surprised. I knew they would approve.

Sirius isn't the ones losing out on this deal, so of course a collective 'yay'

Hey Mark, are you predicting a "No" vote by XM then? I doubt it....

These votes are probably the last few things the FCC and DoJ are waiting before giving their approvals. Wouldn't be surprised the DoJ approval comes within 24 hours of these votes.

XM vote is in 73% vote in favor of merger!!

http://www.xmmerger.com/uploads/1113_XM_Shareholder_Vote_FINAL.pdf

XM vote is in, 73% vote in favor of merger!!

http://www.xmmerger.com/uploads/1113_XM_Shareholder_Vote_FINAL.pdf

A good deal less excitement in the XM shareholder community. Surprising, given the BS pumped out by the analysts on this.

Interesting that XM & Sirius have taken different spins in the press releases. Sirius says "96% of the votes cast", XM says "73% of outstanding shares". Two very different ways or measuring approval. Remember, the lack of a vote is the same as a "no" vote according to the Sirius commercials.

"The preliminary tabulation indicates that more than 96 percent of the shares voted were cast in favor of the transaction"

"XM reported that approximately [73] percent of XM's outstanding shares, or [230 million shares], voted to approve the proposal to adopt the merger agreement with Sirius"

>>>> Interesting that XM & Sirius have taken different spins in the press releases. Sirius says "96% of the votes cast", XM says "73% of outstanding shares". Two very different ways or measuring approval. Remember, the lack of a vote is the same as a "no" vote according to the Sirius commercials.

This is a really good point, but totally consistent with SIRI's general behavior -- 96% of the votes cast is a meaningless figure. Means NOTHING. Just like SIRI's subscriber #s mean NOTHING because they have so convoluted the measuring stick.

What very little respect I had fo you Stack, is gone with this comment. Think about what you said and get back to us. DO you understand why they would measure it differently? Actually, this example, if you can figure it out, will help you understand why they count subs differently. You're desparation and manic ranting entertains me however.

>>>A good deal less excitement in the XM shareholder community.

You don't know that. Siri's 96% of votes cast may very well be below 73% of outstanding shares.

What very little respect I had fo you Stack, is gone with this comment. Think about what you said and get back to us. DO you understand why they would measure it differently? Actually, this example, if you can figure it out, will help you understand why they count subs differently. You're desperation and manic ranting entertains me however.

Lets also remember who makes up the shareholders of the company. XM is mostly instit, Siri is not. Therefore their voter behavior will be different. Bottom line is both passed with ease, lets move on..

>>> DO you understand why they would measure it differently? Actually, this example, if you can figure it out, will help you understand why they count subs differently.

Yes, I understand. They always try to make things better than they are. That's been going on as far back as '02, the year they began operations. Nothing new here.

"XM's preliminary tabulation shows that 99.8 percent of the shares voted were cast in favor of the transaction."

I guess this thread is now dead....

>>> I guess this thread is now dead....

We still don't know what percentage of Sirius shareholders voted "Yes" and what percentage either voted "No" or didn't vote (an effective "no" vote). This is the relevant figure that is still missing.

Just in case you didn't catch it the first time Stack:

"XM's preliminary tabulation shows that 99.8 percent of the shares voted were cast in favor of the transaction."

We still don't know what percentage of Sirius shareholders voted "Yes" and what percentage either voted "No" or didn't vote (an effective "no" vote). This is the relevant figure that is still missing.

Are we ever going to know??

My shares abstained/voted no. I have no interest in bailing XM out.

>> My shares abstained/voted no.

Mine, too. I think it is stupid for XM to bail Sirius out of its financial nightmare.

Stack: This is a really good point, but totally consistent with SIRI's general behavior -- 96% of the votes cast is a meaningless figure. Means NOTHING. Just like SIRI's subscriber #s mean NOTHING because they have so convoluted the measuring stick.>>

It IS a meaningful number because thousands of shareholders just toss these proxies in the garbage and never bother responding. Forget the Xanax- move on to Prozac already. Sheesh.

I hope a satellite doesn't fall on your house or anything. Remember: even paranoids have real enemies.

>>It IS a meaningful number because thousands of shareholders just toss these proxies in the garbage and never bother responding.

Once again, you've made my point for me. The 96% is not at all reflective of the level of support the merger received (actually, DIDN'T receive, surprisingly). The 96% figure services one purpose -- and that is to suggest that almost all Sirius shareholders supported the merger.

Which, as it turned out, wasn't the case at all. In fact, the ONLY meaningful indication of the level of support for the merger is that it passed, which means > 50% voted Yes.

It really doesn't matter and isn't worth arguing about, it is merely one more in a series of lies and misleading characterizations on SIRI's part. Precisely as they do with their subscriber #s, they have disclosed an intentionally misleading figure to try and suggest the numbers are bigger and better than they really are.

Lying has been a great strategy for them. I'm sure they'll keep it up even after XM shareholders own the majority of Sirius shares.

lol @ StackPointer's ever-growing Siri-hate shrillness and desperation. You can actually see it increasing post by post.

*munching popcorn guy*

The 73% I posted way earlier today was a prelimnary put out by the company before the merger was voted on at 3pm. Many of you were arguing about something that meant nothing.

The real tab obviously is much higher at almost 100% for both companies. XMers are sour, but they should be thankful. They were about to dilute big time to stay afloat.

Now we can move on to a profitable combination and all of us can reap the rewards of Sat Radio, because it is going to be a huge future. Imagine getting Dish or DirecTV streamed in to your car via SIRI. Sounds good to me!

If 99.8% of XM shareholders voted for the merger, and, in your words, only half of Sirius subscribers voted for it, what does that tell you Stack? Could that have anything to do with the fact that, despite a 20% revenue increase, losses actually increased at XM last quarter? Could it have something to do with the fact that, despite having 2 million more actual subscribers, XM lost $25 million more than Sirius? Could it have something to do with the fact that XM lost 20k net retail subscribers? Could it have something to do with the fact that XM has more debt and worse cash flow than Sirius?

Nah, of course not, those XM shareholders just didn't know any better since they didn't have you as an adviser. If only you could have yelled "Sirius is the devil" a few more times, maybe someone would have believed you. Oh well.

Here comes a garbled pseudo-intellectual rant in 3, 2, 1 ...

>>>>Could that have anything to do with the fact that, despite a 20% revenue increase, losses actually increased at XM last quarter? Could it have something to do with the fact that, despite having 2 million more actual subscribers, XM lost $25 million more than Sirius? Could it have something to do with the fact that XM lost 20k net retail subscribers? Could it have something to do with the fact that XM has more debt and worse cash flow than Sirius?

These remarks are grossly incompetent. Yes, XM lost 20K. But that is not nearly so big a problem as Sirius only adding 64K (when they have spent 3/4 billion on Stern, solely to get retail subscribers).

XM has more debt because Sirius elected to wipe out its FIRST billion in debt by diluting shareholders to some 4.5% of the original investment. When SIrius launches its two new satellites, it will ACTUALLY HAVE MORE DEBT THAN XM in spite of having wiped the slate clean with massive dilution. I'll take debt over dilution any day.

Your remarks about cash flow are ignorant. Just flatly incorrect.

It is convenient that you can talk about XM's losses this year (increased predominantly by merger related costs). Let's talk about SIRI's LAST TWO years in which they exceed projected losses by ONE BILLION DOLLARS.

Honestly, I doubt you really want to have this argument.

Stack: "Once again, you've made my point for me. The 96% is not at all reflective of the level of support the merger received (actually, DIDN'T receive, surprisingly). The 96% figure services one purpose -- and that is to suggest that almost all Sirius shareholders supported the merger."


Preposterous- the number of shares voting more than likely represents an exceptionally HIGH level of participation on the part of shareholders. You really expected 100% of all shareholders to respond??

You can't argue your way out of a paper bag. Give it up already.

>>> Preposterous- the number of shares voting more than likely represents an exceptionally HIGH level of participation on the part of shareholders. You really expected 100% of all shareholders to respond??

>>>> You can't argue your way out of a paper bag.

"More than likely"? WTF is that supposed to be? You call that "arguing the point"? More than likely? LMAO.

I believe the true number is now known, and slightly over 50% voted, which is the reason SIRI needed the push at the end. More than likely, my ass.

Dude, you need to be arguing with Muscle. He's more on your level.

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