Vmg Media Joint Stock Company

0 views

Skip to first unread message

Kathrine Selvage

unread,

Aug 3, 2024, 4:38:36 PM8/3/24

to ristworkdansa

Many of those investing in Trump Media are small-time investors either trying to support Trump or aiming to cash in on the mania, instead of big institutional and professional investors. Those shareholders helped the stock of Digital World more than double this year in anticipation of the merger going through.

Brian Dunn, director of the Institute for Compensation Studies at Cornell University, compared the fervor for Trump Media shares to the meme stock craze that boosted shares of companies such as GameStop and AMC Entertainment to exorbitant heights in 2021.

Another risk, the company said, was that as a controlling stockholder, Trump would be entitled to vote his shares in his own interest, which may not always be in the interests of all the shareholders generally.

Monaco Media Diffusion (MMD) is a joint-stock company established in 1994. MMD is the only licensee for broadcasting radio and television in Monaco. The national company operates transmitters and distributes licenses and frequencies in consultation with the International Telecommunication Union (ITU). The MMD network broadcasts both digitally, on the FM band, longwave and medium wave from several locations in Monaco and Southern France. MMD is run by a board of six members.

MMD was created in 1994 as Monte-Carlo Radiodiffusion (MCR) and is an active member of the European Broadcasting Union (EBU) for the Principality of Monaco alongside Radio Monte-Carlo (RMC) and Tl Monte-Carlo (TMC) which chairs the Group of Monegasque Broadcasters (GRMC). Its name was changed in April 2016 following the majority acquisition of the shareholders, by the Principality of Monaco. The Principality now holds 51% of the capital of this Monegasque company and TDF Group 49%.[1]

ENGLEWOOD, Colo. and NEW YORK, Dec. 12, 2023 /PRNewswire/ -- Liberty Media Corporation ("Liberty Media" or "Liberty") (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLYVK) and Sirius XM Holdings Inc. (NASDAQ: SIRI) ("SiriusXM" or the "Company"), the leading audio entertainment company in North America, today announced that they have entered into definitive agreements whereby Liberty Media's Liberty SiriusXM tracking stock group (NASDAQ: LSXMA, LSXMB and LSXMK) (collectively "LSXM"), will be combined with SiriusXM to create a new public company ("New SiriusXM"), which will continue to operate under the SiriusXM name and brand. New SiriusXM will have a single outstanding series of common stock and is expected to continue to be traded on the Nasdaq Global Select Market under the ticker symbol "SIRI".

"We have reached an important milestone in Liberty's ownership of SiriusXM. This combination will create value for all stockholders by eliminating the tracking stock structure, enhancing liquidity and allowing former LSXM stockholders to participate directly in the ongoing performance of SiriusXM," said Greg Maffei, Liberty President & CEO. "SiriusXM commands the largest paid share-of-ear in the car and has proven itself as an incredibly successful and profitable business. We are confident SiriusXM will continue to create value by building on its resilient business model to execute its strategic initiatives. We look forward to remaining meaningfully involved in the business and significant stockholders."

"We are pleased that the Special Committee of our Board of Directors has reached this agreement with Liberty Media, which will allow SiriusXM to enter its next phase of value creation," said Jennifer Witz, Chief Executive Officer of SiriusXM. "In a highly fragmented audio entertainment industry, SiriusXM has differentiated itself as the leading audio entertainment provider by creating an experience centered on our high-quality, premium, human curated radio that is more relevant than ever. In doing so, we have built a profitable business that is poised for continued success. With our strong foundation and as we roll out our next generation platform, we are transforming SiriusXM to drive long-term growth and stockholder value creation."

"The Special Committee of the SiriusXM Board of Directors, along with our independent advisors, has carefully and diligently evaluated Liberty Media's proposal and negotiated this transaction. We believe that the agreement we reached with Liberty Media is in the best interests of the Company and its stockholders," said Eddy Hartenstein, member of the Special Committee and Lead Independent Director of the SiriusXM Board. "With this transaction, SiriusXM will be well positioned to continue creating value for stockholders."

New SiriusXM will have a simplified ownership structure and benefit from greater strategic flexibility and independence. It also provides New SiriusXM with access to a broader investor base and expanded opportunities for index inclusion. The additional float provided by the transaction is also expected to improve trading liquidity for New SiriusXM stockholders.

Under the terms of the transaction, Liberty will separate LSXM by means of a redemptive split-off of a new subsidiary of Liberty ("SplitCo"), which will hold its shares of SiriusXM and approximately $1.7 billion of estimated attributed net liabilities. Such net liabilities include LSXM's net debt (3.75% LSXMA convertible notes due 2028, 2.75% SIRI exchangeable bonds due 2049 and SIRI margin loan, net of corporate cash)1, as well as other liabilities for transaction fees and expenses, financing fees, litigation related liabilities and other corporate adjustments. In the split-off, holders of each series of LSXM common stock will receive a number of shares of SplitCo stock equal to the Exchange Ratio, calculated as described below, such that LSXM stockholders receive 1 share of New SiriusXM for each share of SiriusXM previously held at LSXM, adjusted for LSXM net liabilities. A wholly owned subsidiary of SplitCo will then merge with SiriusXM, and existing SiriusXM stockholders (other than Liberty Media) will receive 1:1 shares of SplitCo, which will become New SiriusXM. The transaction is intended to be tax-free to LSXM stockholders (except with respect to any cash received in lieu of fractional shares) and SiriusXM stockholders.

The Exchange Ratio will be calculated based on (i) the number of shares of SiriusXM held by Liberty, reduced by a net liabilities share adjustment (the "Net Liabilities Share Adjustment"), divided by (ii) the number of adjusted fully diluted shares of LSXM.

Liberty Media currently holds 3,205.8 million shares of SiriusXM attributed to LSXM. The Net Liabilities Share Adjustment to the Exchange Ratio will be determined as the amount of assumed LSXM net debt (excluding the 3.75% LSXMA convertible notes due 2028), with additional adjustments for transaction fees and expenses, financing fees, litigation related liabilities and other corporate adjustments, divided by the SiriusXM share price of $4.23, which represents the average of the SiriusXM daily volume-weighted average prices over the 20 consecutive trading days ending September 25, 2023, the day before Liberty filed a 13D relating to a transaction.

The adjusted fully diluted shares of LSXM will be calculated based on outstanding LSXM shares at closing, including the dilutive impact of shares underlying the 3.75% LSXMA convertible notes due 2028 and the dilutive impact of equity awards.

If the Net Liabilities Share Adjustment and the adjusted fully diluted shares of LSXM were calculated as of June 30, 2024, the Exchange Ratio is estimated to be approximately 8.4 shares in New SiriusXM for each share of LSXM held.

Pro forma for the transaction, and assuming the adjustment described above, at June 30, 2024, there will be approximately 3,392 million basic shares outstanding of New SiriusXM, of which former LSXM stockholders will own approximately 81% of New SiriusXM, with the SiriusXM minority stockholders owning the remaining 19%.

SiriusXM has secured committed financing with availability of $1.1 billion from Morgan Stanley, Bank of America and J.P. Morgan, the net proceeds of which may be used to refinance Liberty Media's 2.75% Exchangeable Notes due 2049 and the existing Liberty Media margin loan secured by SiriusXM's common stock.

The transaction has been unanimously approved by Liberty's Board, the SiriusXM Special Committee and SiriusXM's Board of Directors. Greg Maffei is expected to be Chairman of the Board of New SiriusXM. The transaction is expected to be completed early in the third quarter of 2024, subject to approval by a majority of the aggregate voting power of the shares of Liberty SiriusXM common stock present, whether in-person or by proxy, at a stockholder meeting, the receipt by Liberty Media and New SiriusXM of tax opinions from their respective tax counsel, as well as the receipt of required regulatory approvals and the satisfaction of other customary closing conditions. Certain trusts affiliated with John Malone, the Chairman of Liberty Media, have entered into a voting agreement pursuant to which they have committed to vote their shares of LSXM in favor of the transaction. A subsidiary of Liberty Media owning a majority of the outstanding shares of SiriusXM has delivered a written consent approving the transaction on behalf of SiriusXM stockholders. The transaction will not result in any changes to the Liberty Formula One tracking stock group or the Liberty Live tracking stock group.

Liberty Media and SiriusXM will hold a joint investor conference call and webcast at 8:30 AM ET to discuss the details of the transaction. To participate via telephone, please dial 877.407.4019 (Toll-free) or +1.201.689.8337 (Local) 10 minutes prior to the start of the call and ask to be connected to the SiriusXM conference call. A webcast of the presentation will be available on the Investor Relations section of the SiriusXM website at siriusxm.com/investorrelations. A replay of the call will be accessible on each company's Investor Relations webpage within 24 hours of the conclusion after any necessary filings have been made with the SEC.