SiriusXM Canada Announces that Leading Independent Proxy Advisory Firm Glass Lewis Recommends Shareholders Vote FOR Proposed Recapitalization Go-private Transaction

TORONTO, Aug. 19, 2016 /CNW/ - Sirius XM Canada Holdings Inc. ("SiriusXM Canada" or the "Company") (TSX: XSR), the parent of Sirius XM Canada Inc., announced that Glass Lewis & Co. ("Glass Lewis"), a leading independent proxy advisory firm, recommends that SiriusXM Canada shareholders vote FOR the previously announced proposed recapitalization go-private transaction (the "Arrangement"). Glass Lewis is an independent proxy advisory firm that provides unbiased analysis and recommendations to more than 1200-plus clients that are used by a majority of the world's largest pension plans, mutual funds and asset managers, who collectively manage more than $25 trillion in assets.

When providing the recommendation that shareholders vote FOR the Arrangement, Glass Lewis stated that the transaction: "represents the most logical and attractive option for minority shareholders."  Additionally, Glass Lewis advised that: "the transaction is likely to lead to greater clarity, enhanced performance and superior value for shareholders…we believe the proposed transaction is in the best interests of shareholders."

"We are very pleased that the Glass Lewis report reaffirms our position that the proposed transaction maximizes value for our shareholders," said Mark Redmond, President and CEO of SiriusXM Canada. "Among other things, the report highlights that the transaction offers a premium price, certainty of value and/or the option to remain invested in the North American satellite radio market opportunity, while also removing key business and financial risks. We remain confident that the arrangement is in the best interest of shareholders and subscribers, and continue to recommend that shareholders vote in favour of the transaction."

In its report, Glass Lewis also noted that the Special Committee of the Board of Directors, "…acted reasonably and appropriately in fulfilling its responsibilities to unaffiliated shareholders with respect to the proposed transaction…we believe the Sirius XM Canada board and the special committee conducted an adequate review of the strategic and transaction alternatives realistically available to the Company and its shareholders." In addition, Glass Lewis went on to note that, "In our view, the special committee had a reasonable basis in concluding that a privatization transaction, if structured in a mutually-agreeable manner, would deliver superior near-term and long-term value, greater certainty and other benefits for minority shareholders as compared to maintaining the status quo as a separate listed company."

"Through this process, our commitment has been to take an independent view and act in the best interests of the Company," said Tony Viner, Chairman of the Special Committee. "We are happy to see that the Glass Lewis report supports the process and analysis we undertook, and that it echoes our sentiments that the proposed transaction provides the best option to shareholders as compared to remaining a public company."

The Special Committee and all non-interested members of the board of directors of the Company unanimously recommend that Company shareholders vote FOR the proposed transaction for the reasons set out in the Company's management information circular ("Circular") that was filed on August 2, 2016.

A special meeting of shareholders (the "Meeting") of the Company is scheduled for Tuesday, August 30, 2016 at 10:00 a.m. eastern time at the TMX Broadcast Centre, Exchange Tower, 130 King Street West, Ground Floor, Toronto, Ontario, M5X 1J2.

Votes must be submitted not later than 10:00 am eastern time on August 26, 2016, or if the Meeting is adjourned or postponed, prior to 10:00 am eastern time on the second business day before any adjourned or postponed Meeting.

SiriusXM Canada encourages Company shareholders to carefully read the Circular as it contains important information. The Circular is available on SEDAR at www.sedar.com and on the Company's dedicated transaction website at www.siriusxmcanadatransaction.ca. The Circular was also mailed to all shareholders of record on July 29, 2016.

How to Vote
Registered Shareholders: vote by mail, fax, phone, online or in person at the special meeting.

Non-Registered Shareholders: intermediaries are required to forward the materials and to seek voting instructions in advance of the Meeting.

For questions about the information contained in the Circular, or for assistance in completing the form of proxy or letter of transmittal and election form, please contact the proxy solicitation and information agent, D.F. King, toll free at 1-866-822-1238 (1-201-806-7301 by collect call) or by email at [email protected] or the Company's transfer agent and depositary, CST Trust Company at 1-800-387-0825 or by email at [email protected]. Alternatively, for up-to-date information and convenience in voting please visit the website: www.siriusxmcanadatransaction.ca.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements made in this press release are forward-looking statements. These statements include, without limitation, statements relating to the proposed recapitalization of the Company in a go-private transaction, approval of the Arrangement by Company shareholders, voting support and consideration elections by significant shareholders (including elections by Slaight and CBC), the forms of consideration available to Company shareholders, expected benefits of the Arrangement and other statements that are not historical facts.

Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, we cannot guarantee that any forward-looking statement will materialize and we caution you against relying on any of these forward-looking statements. For a description of relevant assumptions and risks, please consult the Circular, XSR's 2015 Annual Information Form dated November 30, 2015, XSR's 2016 Third Quarter MD&A dated July 13, 2016, and XSR's news release dated May 13, 2016 announcing the Arrangement, all filed with the Canadian provincial securities regulatory authorities (available at sedar.com) and which are also available on the Company's website at siriusxm.ca. Additional details regarding the Arrangement are disclosed in the Circular.

The forward-looking statements contained in this press release describe our expectations at the date of this press release and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise.

About SiriusXM Canada

Sirius XM Canada Holdings Inc. (TSX: XSR) operates as SiriusXM Canada. SiriusXM Canada, with more than 2.7 million subscribers, is the country's leading audio entertainment company and broadcasts more than 130 satellite radio channels featuring premier sports, news, talk, entertainment and commercial-free music. SiriusXM Canada offers an array of content from the most recognized news, entertainment and major sports brands including the NHL, NFL, NBA, MLB, NASCAR, CNN, CBC, FOX, BBC, Howard Stern, Disney, Comedy Central and more.

SiriusXM programming is available on a variety of devices including pre-installed and after-market radios in cars, trucks and boats, smartphones and mobile devices, and consumer electronics products for homes and offices. SiriusXM programming is also available online at www.siriusxm.ca and on Apple and Android-powered mobile devices.

SiriusXM Canada has partnerships with every major automaker and its radio products are available at more than 2,500 retail locations nationwide. To find out more about SiriusXM Canada, visit our website at www.siriusxm.ca.

SiriusXM Canada has been designated one of Canada's 50 Best Managed Companies seven years in a row and is currently a Platinum Club Member, in addition to 2013, 2014 and 2015 rankings in PROFIT 500's list of Canada's Fastest Growing Companies.

Join SiriusXM Canada on Facebook at facebook.com/siriusxmcanada, on Twitter at twitter.com/siriusxmcanada and on Youtube at youtube.com/siriusxmcanada.

SOURCE Sirius XM Canada Holdings Inc.

please contact: Odeta Kellici, SiriusXM Canada, Tel: [phone], [email protected]; Kristen Dickson, NATIONAL Equicom, Tel: [phone], [email protected]; D.F. King, Tel: [phone] toll free in North America, [email protected]