The special committee of independent directors set up by satellite radio provider SiriusXM to evaluate Liberty Media’s takeover offer has hired Evercore Group to advise it on the proposal.
The committee, which was selected by SiriusXM’s board of…
The special committee of independent directors set up by satellite radio provider SiriusXM to evaluate Liberty Media’s takeover offer has hired Evercore Group to advise it on the proposal.
The committee, which was selected by SiriusXM’s board of directors, comprises Joan Amble, James Holden and Eddy Hartenstein (chair). Weil, Gotshal & Manges LLP is acting as its legal counsel.
Formerly the EVP and corporate comptroller of American Express, Amble has been a director of SiriusXM since August 2008, having been on the board of XM Satellite Radio from December 2006.
From October 1999 until November 2000, Holden was the president and CEO of DaimlerChrysler Corporation. He has been a SiriusXM board member since August 2001, having been with Sirius pre-merger.
Like Amble, Hartenstein was a director at XM prior to the 2008 merger and has been with the company since mid-2005. He is currently the publisher and CEO of the Los Angeles Times, having previously been chairman and CEO of DTH giant DirecTV.
Liberty announced at the beginning of January that it had made an all share offer to purchase the minority 47% of SiriusXM that it does not own.
Under the tax-free transaction, Sirius public shareholders would receive 0.0760 of a new share of Liberty Series C non-voting common stock in exchange for each share of Sirius common stock they own.
The proposed exchange ratio would value SiriusXM common shares at approximately US$3.68 per share, a slight premium to SiriusXM’s share price.
If the takeover took place, the SiriusXM shareholders would own around 39% of the newly enlarged Liberty.
The offer is subject to the approval of both the SiriusXM board of directors and a majority of the company’s non-Liberty shareholders.
Meanwhile, the special committee has requested that the bulk of the US$500m stock repurchase plan agreed between SiriusXM and Liberty be delayed to the end of April 2014.
Having agreed to the buyback in October 2013, SiriusXM initially purchased US$160m of its shares from Liberty in November. It was then due to purchase a second tranche of shares worth US$240m on 27 January 2014, but the announcement of Liberty’s takeover plan prompted the special committee to request an adjustment to the payment schedule.
Instead, the company will now buy back the remaining US$340m of shares from Liberty on 25 April.
