XM, Sirius Plan to Merge

One satellite company, run by Mel Karmazin as CEO.
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One satellite company, run by Mel Karmazin as CEO.

One satellite company, run by Mel Karmazin as CEO.

XM and Sirius have announced an agreement under which they will be combined in a "tax-free, all-stock merger of equals" by the end of the year.

Shareholders and regulators, however, have yet to weigh in, and must do so for it to take effect. The question of whether this deal would trigger antitrust concerns has been in the background of ongoing discussions about such a proposed merger.

Karmazin would become CEO; Gary Parsons, the chairman of XM, will become chairman.

"The new company's board of directors will consist of 12 directors, including Messrs. Karmazin and Parsons, four independent members designated by each company, as

well as one representative from each of General Motors and American Honda," they announced. "Hugh Panero, the Chief Executive Officer of XM, will continue in his current

role until the anticipated close of the merger."

The new company is expected to have a "combined enterprise value" of $13 billion and net debt of $1.6 billion, and 14 million subscribers.

XM shareholders will receive a fixed exchange ratio of 4.6 shares of Sirius common stock for each share of XM they own. XM and Sirius shareholders will each own approximately 50 percent of the company.

"Further management appointments will be announced prior to closing. The companies will continue to operate independently until the transaction is completed and will work together to determine the combined company's corporate name and headquarters location prior to closing."