Sirius XM Holdings Inc.(NASDAQ:SIRI) Investor Files Lawsuit Against Buyouy By Liberty Media Corporation

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Company Name(s): 
Sirius XM Holdings
Case Name: 
Sirius XM Holdings Deal Case 01/17/2014
Affected Securities
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 

January 17, 2014 (Shareholders Foundation) - An investor, who currently holds Sirius XM Holdings Inc.(NASDAQ:SIRI shares, filed a lawsuit in effort to halt the proposed takeover of Sirius XM Holdings Inc by Liberty Media Corporation for a value of approximately $3.68 per share.

The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:SIRI stockholders arising out of the attempt to sell Sirius XM Holdings Inc. too cheaply via an unfair process to.

On January 3, 2014, Sirius XM Holdings Inc .announced that its Board of Directors received a non-binding letter from Liberty Media Corporation proposing a transaction pursuant to which all outstanding shares of common stock of the Company not owned by Liberty would be converted into the right to receive 0.0760 of a new share of Liberty Series C common stock. The proposed exchange ratio of 0.0760 would value Sirius common shares at approximately $3.68 per share based on closing prices of Liberty's Series A shares on Friday, January 3, 2014.

However, the plaintiff alleges that the proposed offer at an approximate value of $3.68 per NASDAQ:SIRI shares is too low and undervalues the company that throughout 2013 Sirius XM Holdings Inc has reported outstanding financial results. Indeed, at least one analyst has set the high target price for NASDAQ:SIRI shares at $5.80 per share. Furthermore, NASDAQ:SIRI shares grew following the proposed takeover news in the open market to as high as $3.88 per share on January 8, 2014.

In addition, the plaintiff claims that the process is also unfair to NASDAQ:SIRI stockholders and the proposed transaction was designed to help Liberty Media Corporation, not to benefit Sirius XM Holdings’ public shareholders. The plaintiff alleges that Liberty Media Corporation owns already a 53 % majority stake in Sirius XM Holdings Inc. and with the proposed transaction NASDAQ:SIRI shareholders, who currently hold approximately 47% of Sirius XM Holdings Inc, would be further diluted in ownership to 39% and end up with holding non-voting stock.

Shares of Sirius XM Holdings Inc (NASDAQ:SIRI) closed on January 17, 2014, at $3.71 per share.