Sirius And XM Complete Merger

[Rich_TCB]

SIRIUS AND XM COMPLETE MERGER

SIRIUS XM Radio Chosen as New Corporate Name

Combined Company Has Over 18.5 Million Subscribers, Annualized Second
Quarter Revenue Exceeding $2.4 Billion

Company to Offer Consumers Best of Both Services, While Maximizing
Significant Efficiencies

SIRIUS XM Reiterates Financial Guidance;
Expects 2009 Synergies of $400 million and 2009 Adjusted EBITDA of over
$300 Million

NEW YORK, NY – July 29, 2008 –SIRIUS Satellite Radio (NASDAQ: SIRI) and XM
Satellite Radio today announced that they have completed their merger, resulting in the
nation’s premier radio company. The new company plans to change its corporate name
to Sirius XM Radio Inc. The combined company’s stock will continue to be traded on the
Nasdaq Global Select Market under the symbol “SIRI”.

SIRIUS XM Radio begins day one with over 18.5 million subscribers, making it the
second-largest radio company, based upon revenue, in the country; and, based upon
subscribers, the second largest subscription media business in the U.S. With under
10% penetration of the home and car market, the opportunity for continued growth is
significant.

“I am delighted to announce the completion of this exciting merger between SIRIUS and
XM,” said Mel Karmazin, CEO of SIRIUS XM Radio. “We have worked diligently to close
this transaction and we look forward to integrating our best-in-class management teams
and operations so we can begin delivering on our promise of more choices and lower
prices for subscribers.”

“Every one of our constituencies is a winner. Combined, SIRIUS XM Radio will deliver
superior value to our shareholders. By offering more compelling packages and the best
content in audio entertainment, we are well positioned for increased subscriber growth.
Our laser focus on subscribers will continue and listeners can be assured that there will
be no disruption in service. We also believe that the completion of the merger will
eliminate any confusion that has been lingering in the marketplace,” added Karmazin.

XM shareholders will receive 4.6 shares of SIRIUS common stock for each share of XM.

Competitive New Options for Consumers

SIRIUS XM Radio broadcasts more than 300 channels of programming, including
exclusive radio offerings from Howard Stern, Oprah, Opie & Anthony and Martha
Stewart, among others. SIRIUS XM Radio will offer these expanded options to
consumers through arrangements with the world’s leading automakers and its
relationships with nationwide retailers.

As a result of the merger, SIRIUS XM Radio will also be able to offer consumers new
packages in audio entertainment, including the first-ever a la carte programming option
in subscription media. In addition to two a la carte options, the new packages will
include: “Best of Both,” giving subscribers the option to access certain programming
from the other network; discounted Family Friendly packages; and tailored packages
including “Mostly Music” and “News, Talk and Sports.” The first of the new packages will
be available in the early Fall.

“One of the most exciting benefits of this transaction is the ability to offer subscribers the
option of expanding their subscriptions to include the Best of Both services. Given the
respective popularity of exclusive programming on both SIRIUS and XM, we expect
many subscribers will upgrade their current subscription,” said Karmazin.

“The upside potential for both consumers and shareholders is huge. Consumers have
the ease of adding premier programming without purchasing a new device. For
shareholders, this kind of organic growth is a key part of the company’s future and the
success we expect to see,” said Karmazin.

As promised when the merger was first announced, existing radios will continue to work
and every subscriber has the option of maintaining their current service package.

Benefits for Shareholders Begin Immediately, Integration Already Under Way

SIRIUS XM Radio expects to begin realizing the synergies expected from this
transaction immediately.

“In addition to realizing significant potential revenue growth, the management team will
move quickly to capitalize on the synergies that many analysts have predicted for this
combination. We expect to begin achieving those synergies without sacrificing any of
the world-class programming and marketing we are known for,” said Karmazin.

The company today also reiterated guidance for the combined SIRIUS XM Radio. Based
upon a preliminary analysis, the combined company expects to realize total synergies,
net of the costs to achieve such synergies, of approximately $400 million in 2009; to post
adjusted EBITDA exceeding $300 million in 2009; and to achieve positive free cash flow,
before satellite capital expenditures, for the full year 2009. The company also expects
that both synergies and adjusted EBITDA will continue growing beyond 2009.

“We have all the tools necessary to begin executing as a combined company with high
aspirations for subscriber growth and greater financial performance in part from the
significant synergies that we begin realizing literally today – on Day One. We are
moving quickly to integrate the operations,” said Karmazin.

The corporate headquarters will be located in New York, NY and XM Satellite Radio, the
company’s wholly-owned subsidiary, will remain headquartered in Washington, DC.

Effective after the close of the market yesterday, trading in XMSR common stock on the
Nasdaq Global Select Market ceased.

About SIRIUS XM Radio

SIRIUS XM Radio is America’s satellite radio company delivering the “The Best Radio
on Radio” to more than 18 million subscribers, including 100% commercial free music,
and premier sports, news, talk, entertainment, traffic and weather.

SIRIUS XM Radio has exclusive content relationships with an array of personalities and
artists, including Howard Stern, Oprah, Martha Stewart, Jimmy Buffett, Elvis, Jamie
Foxx, Barbara Walters, Frank Sinatra, Opie & Anthony, The Grateful Dead, Willie
Nelson, Bob Dylan, Dale Earnhardt Jr., Tom Petty, and Bob Edwards. SIRIUS XM Radio
is the leader in sports programming as the Official Satellite Radio Partner of the NFL,
Major League Baseball, NASCAR, NHL, and PGA, and broadcasts major college sports.

SIRIUS XM Radio has exclusive arrangements with every major automaker. SIRIUS XM
Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail
locations nationwide, including Best Buy, Circuit City, RadioShack, Target, Sam's Club,
and Wal-Mart.

SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat
entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM
NavTraffic service for GPS navigation systems delivers real-time traffic information,
including accidents and road construction, for more than 80 North American markets.

----------------

Great news ...

Rich

[First In Line]

Hmmm, I have DirecTV with loads of XM stations so I wonder if we'll get lucky and get the Elvis station? I know Dish subscribers get it now.........

[drjohncarpenter]

Not that great -- mergers mean no competition, which means higher prices.

[First In Line]

Yeah I agree Doc. I'm sure come this fall we will see an increase in the prices that we are paying which is already outrageous......

[genesim]

Uh...the competition is against commercial radio. The merger will make them a more viable force against the "free" radio.

You think because of two sattelite companies that more can't pop up?

No different then pay cable. First there has to be a market for it, then comes the competition. If there wasn't so much censorship by the government, people wouldn't be looking elsewhere for their entertainment.

The merger is a good thing, not bad.

Incidently the flimsy fee is not "outrageous" when you consider what you are getting in return. Obviously someone is buying, if you don't like it...NEWS FLASH...JUST IN.... You don't have to pay for it!!!

[drjohncarpenter]

It is amazing how many boats you miss.

[genesim]

Its amazing how clueless you are when it comes to economics 101.

Be thankful for the world information sources that surround you everyday. It all came from such mergers that you see as simply black and white.

[drjohncarpenter]

Whoosh!

[likethebike]

Genesim- The reason that contemporary radio is in the crapper is because of the deregulation that permitted all those mergers and placed the stations within a few corporate hands. Anyone who listened to the radio even as late as the mid-1990s can spot the difference. There are maybe half a dozen music formats and every single station in each format plays basically the same music. Local music shows have been killed. High rated local shows- like WCBS's doo wop shop- have been killed because they supposedly don't reach the right demographic. It is amazingly difficult for anyone to find a spot on their local stations. That's also less access to news and information as well. A lack of competition is always bad and these mergers kill competition. If what happens is the only alternatives we have is Clear Channel and this satellite network, that's bad news.

[genesim]

likethebike,

When I hear that there is lack of competition, I wonder where people have been.

Iphones, Sony PSP, HD Broadcasting, the frickin internet...etc. etc...

The merge happened as the way to compete. This is no different then when HBO came about and the famous merge between Time and Warner communications.

If Sattelite is succesful the competition will come later you can bet on that. Or do you think that XM and Sirrius are the only capable players in town? You really really believe that Satellite is the only way to go??

But of course do you complain about the monopoly that is clear channel broadcasting before satellite? Why do all the different channels cease to be competition?

Sattelite radio is in its infant stages, to even BEGIN to speak of monopoly or lack of competition it has to be a viable force first. As it stands, Sattelite radio is NOTHING compared to so many other forms of entertainments.

As it stands, the merge happened because people weren't buying(enough). Or do you think like the Doc and should have the government intervene like they have with terrestrial radio?

If what happens is the only alternatives we have is Clear Channel and this satellite network, that's bad news.

All the other stations have been "killed"(as if they cannot be resurrected), because people weren't buying.

GOOD. If they are that important, they will come back. But guess what, I don't think that will happen because people are voting in hudreds of different ways. Clear Channel thought they were the only way...hmmm they were dead wrong on that. Like people that complain about the record stores going down, it is either get hip or get lost.

But really the whole thing is easy, if you don't like, don't buy. People like the Doc would rather make companies act like he wants them too, rather then what the public decides....oh and by the way, people still listen to radio, so I don't see what the big problem is. I doubt radio is going to cease to exist anytime soon.

Of course people like the Doc are probably unaware of the other 2 sattelit stations that are in existence NOW who have not merged.

[likethebike]

I do complain about the monopoly that is Clear Channel but I just want to make clear that that monopoly happened because government opted to step away from regulation. And really in the case of radio, they shouldn't because those radio airwaves belong to the public and because airwaves are so crucial for dissemination of information. You could make a case that Satellite radio does not use those airwaves and therefore fits into another category but there has to be alternatives for receiving information for a product to work.

Once an empire like Clear Channel has a monopoly, the market is easily manipulated. If your choice is Clear Channel crap or more Clear Channel crap, the market is not working on its own. If you still want to listen to the radio, you have to accept their compromise. Maybe you don't agree but I like to listen to the radio and know that there are others out there sharing the experience. I like spending time with the DJs. In a small way, I even like the ads. They help me know what's available and what's going on in the community. I find Clear Channel's imperative to make their stations uniform throughout the country anathema. I like when I go into Philly that I hear songs like "Sally Saying Something" that never meant anything nationally because when I'm in Philly I'm not in L.A. or New York. And in terms of talk and news, you particularly don't want a uniformity of thought and information.

The shows I mentioned were not killed because they had low ratings. They were highly rated. The demographic was not the ideal though. And I personally can attest that some of their studies were wrong.

Things worked out better for the public interests when the government had a heavier hand in such things.

Your argument about potential new satellite channels coming up is a solid one. However, no one else has stood up so far and two choices is better than one.

[genesim]

How about No choices if two still exist?

The merge happened because of lack of sales, and mounting debts. Read up on it, the reasoning is there.

As it stands, let wait till Sattelite is a getting to be a true monopoly till you have government step in and make a change.

There is competition as I have illustrated. With less then 5% of total entertainment purchases Satellite is no threat whatsoever. But with the merger, perhaps there is more competition. I like to wait and see the fireworks first.

As it stands, the monopoly that is public radio is real, and in order to stomp down that giant, I look at the competion alot closer(but still many many miles away). You gotta see the good and not just see the cookie cutter ideals of what a monopoly is. In the classic definition, this isn't even close to being the case with this example.

[likethebike]

Like I said there's merit in your point about satellite being in its birth pains. However, two is better than one.

[genesim]

Two cannot compete, and both would have likely lost. Do you really think the debts could have kept on mounting?

One can become more later, but as it stands, I don't even know if the merged value is even going to prevail. With internet radio hot on its heals and much more accessible, I am starting to wonder. Again, where is the lack of competition?

[genesim]

I had to take a second look on this because I do think this is an important issue.

I do complain about the monopoly that is Clear Channel but I just want to make clear that that monopoly happened because government opted to step away from regulation.

and then you say.

Once an empire like Clear Channel has a monopoly, the market is easily manipulated.

But yet, what did happen, Sattelite was born to combat Clear Channel who is the real monopoly. How is this a bad thing? I stil ask, how is a Sattelite company going to compete if they can't get a viable share to even begin the race?? Get your hands on the debt that is rolling in, then comment. As it stands, you must study up on their situation before you make a blanket judgement.

I like spending time with the DJs. In a small way, I even like the ads.

So far people still enjoy DJ's, but unlike before we now have a real choice. The DJ less situations on terrestrial radio was few and far between because of obvious reasons. Like HBO or Cinememax etc. for TV, people have shown that they would be willing to pay for an alternative. But of course getting the recievers and such has been a much bigger issue. So lack of sales cannot be just based on non interest. That and the whole sports issue. Baseball on one, Football on the other.

So the merger is a great choice. You see that evens the playing field. Do you not see the benefit? If radio can have it, why can't Sattellite?

Oh and this whole local thing. While I do enjoy local activity of Sally and Uncle Joe, if I want it, I will support it at my own level. So far, there are alot of em that I just haven't missed. Well, I take that back. I do have an Ernest P Worrel greatest hits of his old commercials, and I do get a kick out of them from time to time....I digress.

If I want a quck bite to eat you go fast food...you know what you are getting. If there are others on a higher level, they are there. The ones in between, I couldn't care less if they need radio ads to survive, then CYA. Then again, this isn't cut and dried either. The market is changing and terrestrial radio is becoming more and more a dead duck. They brought it on themselves with the censorhip and again, I find it completely funny.

But rest assured the people that cry about small businness are completely obvlivious of the FRICKIN INTERNET! Small business is everywhere, and I don't need some local schmocal to find it.

I am also a big fan of local government not acting like a bunch of nazis. Gee I wonder why people are moving out and going to communities that are actually booming...gee it wouldn't have anything to do with the NATIONAL PULSE that continues to connect our world. And this is a bad thing?

I choose to listen to it ALL, and not just get drowned out on some small section. There are only so many minutes in a day, and while one is zoning out on siphoned sliver of information, one could be missing out what is most important. The big picture. Isn't this what has got the world in trouble to begin with? It is this kind of thinking that keep it small family, that has made so many people subject to unfair treatment?

How about having standards. Nationwide awareness...no scratch that. WORLDWIDE awareness. Educating people starts there.

Or at least have some fait that the greed of people will drive out the "monopolies". lol If one is truly successful there will be more to follow, just like TV.

OR do you also think that local low regulating taxed to death tv was the way to go over the iformation highway?