Exhibit 99.1
SIRIUS XM ADOPTS STOCKHOLDER RIGHTS PLAN
Rights Plan is Designed to Preserve Tax Benefits of Net Operating Losses
NEW YORK April 29, 2009 SIRIUS XM Radio (NASDAQ: SIRI) today announced that its Board of
Directors has adopted a stockholder rights plan to preserve the value of significant tax assets
associated with the companys tax net operating loss carryforwards under Section 382 of the
Internal Revenue Code.
Under the rights plan, one right will be distributed for each share of common stock of SIRIUS XM
outstanding as of the close of business on May 11, 2009. Pursuant to the rights plan, if any
person or group (subject to certain exceptions specified in the rights plan) acquires 4.9% or more
of the outstanding shares of common stock of SIRIUS XM (assuming for purposes of this calculation
that all of the Companys preferred stock is converted into common stock), without the approval of the Board
of Directors, a significant dilution in the voting and economic ownership of such person or group
would occur. The rights plan may be terminated by the Board of Directors of SIRIUS XM at any time
prior to the rights being triggered.
Our net operating loss carryforwards are an important asset of the Company; an asset that we
believe we should make every effort to protect. This rights plan protects the interests of all
stockholders and preserves these substantial tax benefits for the Company, said Mel Karmazin,
Chief Executive Officer of SIRIUS XM. The rights plan is
intended to enhance stockholder value; it
has not been implemented for defensive or anti takeover purposes.
The rights plan will continue in effect until August 1, 2011, unless earlier terminated or redeemed
by the Board of Directors of SIRIUS XM or certain other events occur. The Company plans to submit
the rights plan to a stockholder vote by June 30, 2010, and if stockholders do not approve the
rights plan by this date it will terminate.
Additional information regarding the rights plan will be filed by SIRIUS XM in a Current Report on
Form 8-K with the Securities and Exchange Commission. Stockholders of record of SIRIUS XM as of May
11, 2009 will be mailed a summary of the rights plan.
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About SIRIUS XM Radio
SIRIUS XM Radio is Americas satellite radio company delivering commercial-free music channels,
premier sports, news, talk, entertainment, traffic and weather, to more than 19 million subscribers
as of December 31, 2008.
SIRIUS XM Radio has content relationships with an array of personalities and artists, including
Howard Stern, Martha Stewart, Oprah Winfrey, Jimmy Buffett, Jamie Foxx, Barbara Walters, Opie &
Anthony, Bubba the Love Sponge®, The Grateful Dead, Willie Nelson, Bob Dylan, Tom Petty, and Bob
Edwards. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio
Partner of the NFL, Major League Baseball®, NASCAR®, NBA, NHL®, and PGA TOUR®, and broadcasts major
college sports.
SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available
at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy,
RadioShack, Target, Sams Club, and Wal-Mart.
SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat
entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic® service for
GPS navigation systems delivers real-time traffic information, including accidents and road
construction, for more than 80 North American markets.
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 and XM,
including potential synergies and cost savings and the timing thereof, future financial and
operating results, the combined companys plans, objectives, expectations and intentions with
respect to future operations, products and services; and other statements identified by words such
as will likely result, are expected to, anticipate, believe, plan, estimate, intend,
will, should, may, or words of similar meaning. Such forward-looking statements are based
upon the current beliefs and expectations of SIRIUS and XMs 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: our
substantial indebtedness; 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; the useful life of our satellites; our dependence upon automakers and other third
parties; our competitive position versus other forms of audio and video entertainment; and general
economic conditions. Additional factors that could cause SIRIUS and XMs results to differ
materially from those described in the forward-looking statements can be found in SIRIUS Annual
Report on Form 10-K for the year ended December 31, 2008 and XMs Annual Report on Form 10-K for
the year ended December 31, 2008, which are filed with the Securities and Exchange Commission (the
SEC) and available at the SECs 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.
CODE
E-SIRI
Contacts for SIRIUS XM Radio:
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Media
Relations
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Investor Relations |
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Patrick
Reilly
212-901-6646
PReilly@siriusradio.com |
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Paul Blalock
212-584-5174
PBlalock@siriusradio.com |
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Kelly
Sullivan
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
KSullivan@joelefrank.com |
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Hooper Stevens
212-901-6718
HStevens@siriusradio.com |
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