Sirius XM Says It's Talking To Liberty Media About Its Takeover Plans

The discussions, disclosed in a Sirius XM filing today at the SEC, suggest that CEO Mel Karmazin is concerned about Liberty’s renewed effort to control a majority of Sirius’ board seats. There’s no agreement yet, and Sirius XM says in its filing that it does not “expect to disclose developments with respect to these discussions.” But Karmazin’s determined to try to get John Malone’s Liberty, which owns preferred stock convertible into 40% of Sirius XM’s shares, to pay a takeover premium as it pursues its effort to buy additional shares and wage a proxy battle for the satellite radio company. Liberty told the FCC and SEC that it plans to renew its effort to win a majority of Sirius’ board seats. It still has to jump through several hoops. Liberty wouldn’t be able to elect new directors until next year’s shareholders’ meeting, unless the company calls for a special meeting. “Stockholders are not permitted to call a special meeting,” Sirius says. What’s more, Liberty would need “the consent of a majority of our outstanding common stock.” Sirius XM shares are up about 1% in mid-afternoon trading.

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