Filed by Sirius Satellite Radio Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-6 under the
Securities Exchange Act of 1934
Subject Company: XM Satellite Radio Holdings Inc.
Commission File No.: 0-27441
This communication contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include, but are not limited to,
statements about the benefits of the business combination transaction involving Sirius Satellite
Radio Inc. and XM Satellite Radio Holdings Inc., including potential synergies and cost savings and
the timing thereof, future financial and operating results, the combined company’s plans,
objectives, expectations and intentions with respect to future operations, products and services;
and other statements identified by words such as “anticipate,” “believe,” “plan,” “estimate,”
“expect,” “intend,” “will,” “should,” “may,” or words of similar meaning. Such forward-looking
statements are based upon the current beliefs and expectations of SIRIUS’ and XM’s management and
are inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS
and XM. Actual results may differ materially from the results anticipated in these forward-looking
statements.
The following factors, among others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the forward-looking statement: general
business and economic conditions; the performance of financial markets and interest rates; the
ability to obtain governmental approvals of the transaction on a timely basis; the failure of
SIRIUS and XM stockholders to approve the transaction; the failure to realize synergies and
cost-savings from the transaction or delay in realization thereof; the businesses of SIRIUS and XM
may not be combined successfully, or such combination may take longer, be more difficult,
time-consuming or costly to accomplish than expected; and operating costs and business disruption
following the merger, including adverse effects on employee retention and on our business
relationships with third parties, including manufacturers of radios, retailers, automakers and
programming providers. Additional factors that could cause SIRIUS’ and XM’s results to differ
materially from those described in the forward-looking statements can be found in SIRIUS’ and XM’s
Annual Reports on Form 10-K for the year ended December 31, 2006 and Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007, which are filed with
the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet site
(http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and
SIRIUS and XM disclaim any intention or obligation to update any forward looking statements as a
result of developments occurring after the date of this communication.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed business combination involving
SIRIUS and XM. In connection with the proposed transaction, SIRIUS has filed with the SEC a
Registration Statement on Form S-4 containing a definitive Joint Proxy Statement/Prospectus and
each of SIRIUS and XM may file with the SEC other documents regarding the proposed transaction. The
Joint Proxy Statement/Prospectus was first mailed to stockholders of SIRIUS and XM on or about
October 9, 2007. INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and security holders can obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus and other documents filed with the SEC by SIRIUS and XM through
the web site maintained by the SEC at www.sec.gov. Free copies of the Registration Statement and
the Joint Proxy Statement/Prospectus and other documents filed with the SEC can also be obtained by
directing a request to Sirius Satellite Radio Inc., 1221 Avenue of the Americas, 36th
Floor, New York, NY 10020, Attention: Investor Relations or by directing a request to XM Satellite
Radio Holdings Inc., 1500 Eckington Place, N.E. Washington, DC 20002, Attention: Investor
Relations.
SIRIUS, XM and their respective directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding SIRIUS’ directors and executive officers is available in its Annual Report on
Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007, and
its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on
April 23, 2007, and information regarding XM’s directors and executive officers is available in
XM’s Annual Report on Form 10-K, for the year ended December 31, 2006, which was filed with the SEC
on March 1, 2007 and its proxy statement for its 2007 annual meeting of stockholders, which was
filed with the SEC on April 17, 2007. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, is contained in the Joint Proxy Statement/Prospectus filed with the SEC.
***
The following is a press release issued on November 2, 2007.
ISS Recommends Stockholders Vote ‘FOR’ XM and SIRIUS Merger Proposals
Leading Proxy Advisory Service Highlights Merger’s Strategic and Cost Benefits
WASHINGTON and NEW YORK, November 2, 2007 — XM Satellite Radio Holdings Inc.
(NASDAQ: XMSR) and SIRIUS Satellite Radio (NASDAQ: SIRI) today announced that ISS, the
leading independent proxy advisory service, has recommended that SIRIUS and XM stockholders
vote “FOR” the companies’ merger proposals.
According to the ISS analysis, “From a strategic viewpoint, it appears that combination would
allow shareholders of both companies to participate in the expected benefits of a larger entity.
Our review of Wall Street research reports suggest that operational and cost savings would yield
estimated synergies of approximately $6 billion.”
ISS added, “If regulatory approval is obtained, the combined company would be able to compete
against a broader media market that includes high-definition radio, Internet-based radio, free
radio and digital media devices such as Apple Inc. iPods.”
SIRIUS will hold a special meeting of stockholders on Tuesday, November 13, 2007, at 9:00 a.m.
in New York. XM will hold a special meeting of stockholders on November 13, 2007, at 3:00
p.m. in Washington, DC. The purpose of these meetings is for stockholders to consider and vote
on proposals in connection with the pending merger between XM and SIRIUS.
The pending merger, which has been approved by the Boards of Directors of both companies, is
subject to regulatory review and approvals, including the Department of Justice and the Federal
Communications Commission, and the satisfaction of customary closing conditions. The
companies expect that the merger will close in late 2007.
About SIRIUS
SIRIUS, “The Best Radio on Radio,” delivers more than 130 channels of the best programming in
all of radio. SIRIUS is the original and only home of 100% commercial free music channels in
satellite radio, offering 69 music channels. SIRIUS also delivers 65 channels of sports, news,
talk, entertainment, traffic, weather and data. SIRIUS is the Official Satellite Radio Partner of the
NFL, NASCAR and NBA, and broadcasts live play-by-play games of the NFL and NBA, as well
as live NASCAR races. All SIRIUS programming is available for a monthly subscription fee of
only $12.95.
SIRIUS Internet Radio (SIR) is a CD-quality, Internet-only version of the SIRIUS radio service,
without the use of a radio, for the monthly subscription fee of $12.95. SIR delivers more than 80
channels of talk, entertainment, sports, and 100% commercial free music.
SIRIUS
Backseat TV(TM) is the first ever live in-vehicle rear seat entertainment featuring three
channels of children’s TV programming, including Nickelodeon, Disney Channel and Cartoon
Network, for the subscription fee of $6.99 plus applicable audio subscription fee.
SIRIUS products for the car, truck, home, RV and boat are available in more than 20,000 retail
locations, including Best Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam’s Club,
RadioShack and at shop.sirius.com.
SIRIUS radios are offered in vehicles from Audi, Bentley, BMW, Chrysler, Dodge, Ford, Infiniti,
Jaguar, Jeep(R), Land Rover, Lexus, Lincoln, Mercury, Maybach, Mazda, Mercedes-Benz, MINI,
Mitsubishi, Nissan, Rolls Royce, Scion, Toyota, Volkswagen, and Volvo. Hertz also offers
SIRIUS in its rental cars at major locations around the country.
About XM
XM is America’s number one satellite radio company with more than 8.5 million subscribers.
Broadcasting live daily from studios in Washington, DC, New York City, Chicago, the Country
Music Hall of Fame in Nashville, Toronto and Montreal, XM’s 2007 lineup includes more than
170 digital channels of choice from coast to coast: commercial-free music, premier sports, news,
talk radio, comedy, children’s and entertainment programming; and the most advanced traffic and
weather information.
XM, the leader in satellite-delivered entertainment and data services for the automobile market
through partnerships with Ferrari, General Motors, Honda, Hyundai, Nissan, Porsche, Subaru,
Suzuki and Toyota is available in 140 different vehicle models for 2007. XM’s industry-leading
products are available at consumer electronics retailers nationwide. For more information about
XM hardware, programming and partnerships, please visit http://www.xmradio.com/.
-###-
This communication contains “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to,
statements about the benefits of the business combination transaction involving Sirius Satellite
Radio Inc. and XM Satellite Radio Holdings Inc., including potential synergies and cost savings
and the timing thereof, future financial and operating results, the combined company’s plans,
objectives, expectations and intentions with respect to future operations, products and services;
and other statements identified by words such as “anticipate,” “believe,” “plan,” “estimate,”
“expect,” “intend,” “will,” “should,” “may,” or words of similar meaning. Such forwardlooking
statements are based upon the current beliefs and expectations of SIRIUS’ and XM’s
management and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are difficult to predict and generally beyond the
control of SIRIUS and XM. Actual results may differ materially from the results anticipated in
these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from
the anticipated results or other expectations expressed in the forward-looking statement: general
business and economic conditions; the performance of financial markets and interest rates; the
ability to obtain governmental approvals of the transaction on a timely basis; the failure of
SIRIUS and XM stockholders to approve the transaction; the failure to realize synergies and
costsavings from the transaction or delay in realization thereof; the businesses of SIRIUS and XM
may not be combined successfully, or such combination may take longer, be more difficult,
timeconsuming or costly to accomplish than expected; and operating costs and business disruption
following the merger, including adverse effects on employee retention and on our business
relationships with third parties, including manufacturers of radios, retailers, automakers and
programming providers. Additional factors that could cause SIRIUS’ and XM’s results to differ
materially from those described in the forward-looking statements can be found in SIRIUS’ and
XM’s Annual Reports on Form 10-K for the year ended December 31, 2006, and Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30,
2007, which are filed with the Securities and Exchange Commission (the “SEC”) and available at
the SEC’s Internet site (http://www.sec.gov). The information set forth herein speaks only as of
the date hereof, and SIRIUS and XM disclaim any intention or obligation to update any forward
looking statements as a result of developments occurring after the date of this communication.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed business combination
involving SIRIUS and XM. In connection with the proposed transaction, SIRIUS has filed with the
SEC a Registration Statement on Form S-4 containing a definitive Joint Proxy
Statement/Prospectus and each of SIRIUS and XM may file with the SEC other documents
regarding the proposed transaction. The Joint Proxy Statement/Prospectus was first mailed to
stockholders of SIRIUS and XM on or about October 9, 2007. INVESTORS AND SECURITY
HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders can obtain free copies of the Registration Statement and the
Joint Proxy Statement/Prospectus and other documents filed with the SEC by SIRIUS and XM
through the web site maintained by the SEC at www.sec.gov. Free copies of the Registration
Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC can
also be obtained by directing a request to Sirius Satellite Radio Inc., 1221 Avenue of the
Americas, 36th Floor, New York, NY 10020, Attention: Investor Relations or by directing a
request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, N.E. Washington, DC 20002,
Attention: Investor Relations.
SIRIUS, XM and their respective directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding SIRIUS’ directors and executive officers is available in its Annual Report
on Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 1,
2007, and its proxy statement for its 2007 annual meeting of stockholders, which was filed with
the SEC on April 23, 2007, and information regarding XM’s directors and executive officers is
available in XM’s Annual Report on Form 10-K, for the year ended December 31, 2006, which
was filed with the SEC on March 1, 2007 and its proxy statement for its 2007 annual meeting of
stockholders, which was filed with the SEC on April 17, 2007. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is contained in the Joint Proxy Statement/Prospectus filed with the
SEC.
CONTACTS:
SIRIUS
Media Relations
Patrick Reilly
212-901-6646
PReilly@siriusradio.com
Joele Frank / Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ksullivan@joelefrank.com
XM
Media Relations
Nathaniel Brown
212-708-6170
Nathaniel.Brown@xmradio.com
Chance Patterson
202-380-4318
Chance.Patterson@xmradio.com