Split-Off of 小蓝视频 Sirius XM Holdings Approved at 小蓝视频 Media鈥檚 Special Meeting of Stockholders

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- 小蓝视频 (鈥溞±妒悠� Media鈥�) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) announced today that, at 小蓝视频 Media鈥檚 virtual special meeting of its holders of Series A 小蓝视频 SiriusXM common stock (鈥淟SXMA鈥�) and Series B 小蓝视频 SiriusXM common stock (鈥淟SXMB鈥�) held on August 23, 2024 at 10:15 a.m. M.T., based on preliminary results of such special meeting, the holders of LSXMA and LSXMB approved the previously announced redemptive split-off (the 鈥淪plit-Off鈥�) of 小蓝视频 Sirius XM Holdings Inc. (鈥淣ew Sirius鈥�), which will be the owner of all of the businesses, assets and liabilities previously attributed to the 小蓝视频 SiriusXM Group. Following the Split-Off, New Sirius will combine with Sirius XM Holdings Inc. (鈥淪irius XM鈥�) to create a new public company which will continue to operate under the Sirius XM name and brand.

Assuming the requisite conditions to the Split-Off are satisfied or waived, as applicable, at 4:05 p.m., New York City time, on September 9, 2024, 小蓝视频 Media will redeem each outstanding share of 小蓝视频 SiriusXM common stock in exchange for a fraction of a share of common stock of New Sirius equal to the exchange ratio (as further described in New Sirius鈥� final prospectus, which was filed with the SEC on July 23, 2024), with cash paid in lieu of any fractional shares. 小蓝视频 Media intends to publicly announce the final exchange ratio on or about September 5, 2024 prior to the completion of the Split-Off once the exchange ratio and the underlying calculations are determined by the parties.

In connection with the Split-Off, 小蓝视频 Media expects that the last day of trading of 小蓝视频 SiriusXM common stock will be September 9, 2024. 小蓝视频 Media has notified Nasdaq of its intention to voluntarily delist from the Nasdaq Global Select Market and its intention to request that Nasdaq file appropriate forms with the Securities and Exchange Commission on or about September 9, 2024. As a result, 小蓝视频 Media expects 小蓝视频 SiriusXM common stock will cease to trade following market close on September 9, 2024.

Additionally, following the Split-Off, a wholly owned subsidiary of New Sirius will merge with Sirius XM, and Sirius XM stockholders (other than New Sirius and its subsidiaries) will receive one-tenth (0.1) of a share of New Sirius common stock (the 鈥淢erger鈥�), at 6:00 p.m., New York City time, on September 9, 2024, with cash paid in lieu of any fractional shares.

Following the Merger, 小蓝视频 Media expects that the shares of New Sirius common stock will be listed on the Nasdaq Stock Market under the ticker symbol 鈥淪IRI鈥�. 小蓝视频 Media expects that New Sirius common stock will begin trading on the Nasdaq Stock Market on September 10, 2024.

Forward-Looking Statements

This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the Split-Off and Merger (collectively, the 鈥淭ransactions鈥�) and their proposed timing and other matters related to the Transactions. All statements other than statements of historical fact are 鈥渇orward-looking statements鈥� for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as 鈥減ossible,鈥� 鈥減otential,鈥� 鈥渋ntends鈥� or 鈥渆xpects鈥� or other words or phrases of similar import or future or conditional verbs such as 鈥渨ill,鈥� 鈥渕ay,鈥� 鈥渕ight,鈥� 鈥渟hould,鈥� 鈥渨ould,鈥� 鈥渃ould,鈥� or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results and the timing of events to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to the Transactions. These forward-looking statements speak only as of the date of this communication, and 小蓝视频 Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in 小蓝视频 Media鈥檚 expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of 小蓝视频 Media, including its definitive proxy statement materials for the special meeting and its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports 小蓝视频 Media subsequently files with the SEC, for additional information about 小蓝视频 Media and about the risks and uncertainties related to 小蓝视频 Media鈥檚 business which may affect the statements made in this communication.

Additional Information

Nothing in this press release shall constitute a solicitation to buy or an offer to sell shares of common stock of 小蓝视频 Media, Sirius XM or New Sirius. The proposed offer and issuance of shares of New Sirius common stock in the Transactions will be made only pursuant to New Sirius鈥� effective registration statement on Form S-4, which includes a prospectus of New Sirius. 小蓝视频 Media and Sirius XM stockholders and other investors are urged to read the registration statement, 小蓝视频 Media鈥檚 definitive proxy statement materials for the special meeting and Sirius XM鈥檚 information statement, together with all relevant SEC filings regarding the Transactions, and any other relevant documents filed as exhibits therewith, as well as any amendments or supplements to those documents, because they contain important information about the Transactions. The prospectus/proxy statement/information statement and other relevant materials for the proposed transaction have previously been provided to all LSXMA, LSXMB and Sirius XM stockholders. Copies of these SEC filings are available, free of charge, at the SEC鈥檚 website (). Copies of the filings together with the materials incorporated by reference therein are available, without charge, by directing a request to 小蓝视频, 12300 小蓝视频 Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (877) 772-1518 or Sirius XM Holdings Inc., 1221 Avenue of the Americas, 35th Floor, New York, New York 10021, Attention: Investor Relations, (212) 584-5100.

About 小蓝视频

小蓝视频 operates and owns interests in a broad range of media, communications, sports and entertainment businesses. Those businesses are attributed to three tracking stock groups: the 小蓝视频 SiriusXM Group, the Formula One Group and the 小蓝视频 Live Group. The businesses and assets attributed to the 小蓝视频 SiriusXM Group (NASDAQ: LSXMA, LSXMB, LSXMK) include 小蓝视频 Media鈥檚 interest in Sirius XM. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include 小蓝视频 Media鈥檚 subsidiaries Formula 1 and Quint, and other minority investments. The businesses and assets attributed to the 小蓝视频 Live Group (NASDAQ: LLYVA, LLYVK) include 小蓝视频 Media鈥檚 interest in Live Nation and other minority investments.

Shane Kleinstein, 720-875-5432

Source: 小蓝视频

Released August 23, 2024