Canadian Satellite Radio Holdings Inc., the parent company of XM Canada, and Sirius Canada Inc. have released a statement that the final regulatory and government approvals related to the proposed merger announced in November, 2010 have been received.
The Merger is now currently scheduled to close on June 21, 2011 contemporaneously with the closing of CSR’s refinancing. CSR’s refinancing consists of an exchange offer and consent solicitation for its 12.75% Senior Notes due 2014 and a concurrent private placement offering of its 9.75% Senior Notes due 2018. The expiration date of the Exchange Offer is now set for June 16, 2011. The Exchange Offer and Concurrent Offering were undertaken in order to refinance certain debt of CSR in connection with the Merger. As of the date hereof, US$68.83 million aggregate principal amount of Existing Notes have been tendered in the Exchange Offer. The New Notes have not been, and will not be, qualified for distribution to the public under the securities laws of any province or territory of Canada or registered under the United States Securities Act of 1933.
On November 24, 2010, CSR and Sirius Canada entered into a securities purchase agreement to combine the companies in an all-stock merger. On February 17, 2011, CSR received the support of its shareholders to approve the Merger. On April 19, 2011, the Canadian Radio-television Telecommunications Commission rendered its regulatory approval of the transaction.
Both Canadian Satellite Radio Holdings Inc. and Sirius Canada Inc. want readers to note that this statement does not constitute an offer to purchase or sell any securities. Any offer to purchase or sell securities will be made by means of an offering memorandum. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful.