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SiriusXM ‘Evaluating’ Liberty Media’s Petition

Satcaster tells regulators both sides are talking, and Liberty hasn’t notified SiriusXM of any board action

SiriusXM has answered Liberty Media Corp.’s takeover attempt.

The satellite radio company says in a Securities and Exchange Commission filing that it’s in talks with Liberty “to explore possible transactions” regarding Liberty’s ownership stake in Sirius. However, the satcaster does not expect to disclose details of the talks.

SiriusXM also tells the SEC that it’s reviewing a petition for reconsideration that Liberty filed with the FCC which had declined to declare that Liberty had “de facto” control of SiriusXM.

Liberty has since raised its effective stake in the satellite radio company to 46.2% and has told the SEC and FCC it intends to take over the satellite radio company by buying more shares.

The media investment company loaned SiriusXM $530 million in 2009.

Liberty says in the SEC filing it intends to nominate more people for election to the SiriusXM board so that it would have a majority. Currently Liberty has five of 13 board members.

SiriusXM said in its own SEC filing that Liberty has not notified the broadcaster about any such board action. “A special meeting of our stockholders may be called prior to our next annual meeting by our secretary or any other officer if they are so directed by not less than two members of our board of directors or our chief executive officer. No such direction has been received to date.”

Liberty’s petition includes a reference to replacing the entire SiriusXM board after acquiring sufficient shares of stock. An action to remove and replace the entire board would require the consent of a majority of the satellite radio company’s outstanding common stock, according to SiriusXM.

Liberty Tries Again to Gain Control of SiriusXM