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- - XM and Sirius Merge
02-19-2007 10:53 PM
XM and Sirius Merge
From the AP:
Radio's space race has ended.
The two warring satellite subscription services, XM Satellite Radio and No. 2 Sirius Satellite Radio, announced Monday they are joining forces to form a tax-free, all-stock merger of equals with a combined enterprise value of around $13 billion, including net debt of roughly $1.6 billion.
For consumers, who have had to choose one service and its exclusive talk, sports, music and news programming, the merger brings together Sirius' Howard Stern and XM's Oprah Winfrey and Sirius' National Football League broadcasts and XM's Major League Baseball.
For the two firms, losing billions even as they increased subscribers because of the cost of getting and retaining those customers, the two companies have approximately 14 million combined subscribers, 2006 revenues of about $1.5 billion and could see savings of $3 billion to $7 billion in synergies, according to Wall Street equity analysts.
Sirius Chief Executive Mel Karmazin, 63, will be CEO of the combined company and XM Chairman Gary Parsons, 56, will be chairman of a new board that will include 10 other directors. Each company will choose four independent directors, as well as representatives from General Motors and American Honda.
Hugh Panero, XM's CEO, will remain in his job until the deal's close, which could come as soon as the end of 2007, according to the companies.
"The combined company will be positioned to capitalize on Sirius and XM's complementary distribution and licensing agreements to enhance availability of satellite radios, offer expanded content to subscribers, drive increased advertising revenue and reduce expenses," Karmazin said in a statement.
XM shareholders are to get 4.6 shares of Sirius common stock for each share of XM they own. Each company's shareholders will then hold approximately 50 percent of the combined company. The deal values XM at $17.02 a share, a 22 percent premium over its Friday close of $13.98. Sirius closed at $3.70. As of Friday, Sirius had a market capitalization of $5.2 billion and XM was valued at almost $3.8 billion.
U.S. markets were closed Monday for the Presidents' Day holiday.
The deal must be approved by both company's shareholders and get the blessing of antitrust agencies and the Federal Communications Commission. Kevin Martin, the FCC's chairman, already has indicated resistance to such a merger.
Already, in its announcement, Sirius and XM offered some of their counter-argument, citing satellite radio's competition from free "over-the-air" radio and the advent of so-called HD Radio, iPods, Internet radio, mobile phones and other wireless technologies. The announcement also promised to offer consumers the ability to cherrypick the channels and content they want on a more a la carte basis than now exists.
"The combined company will be better positioned to compete effectively with the continually expanding array of entertainment alternatives that consumers have embraced since the Federal Communications Commission first granted our satellite radio licenses a decade ago," said XM's Parsons and Panero said in a joint statement.
XM radio receivers can't receive signals from Sirius, and vice versa. But officials from both firms said the companies are working on developing a receiver that could receive both signals.
In the meantime, they said, assuming the deal goes through, the companies would make other arrangements to bring programming that's currently exclusive to one provider to listeners of the other, such as getting Major League Baseball games -- currently only available on XM -- to Sirius listeners.
It's too early to say what the deal will mean for subscription prices. The merger could bring down the cost of providing service, but at the same time give the company more pricing power as the only U.S. satellite radio provider.
Both services offer dozens of channels of talk and commercial-free music for monthly fees of about $13.
I just bought a new Sirius receiver and boombox. Am I gunna have to pony up in a few months for another!?