SiriusXM Canada Receives Court Approval for Recapitalization Go-Private Transaction

TORONTO, Sept. 6, 2016 /CNW/ - Sirius XM Canada Holdings Inc. ("SiriusXM Canada" or the "Company") (TSX: XSR), the parent of Sirius XM Canada Inc., is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the previously announced statutory plan of arrangement under section 182 of the Business Corporations Act (Ontario), pursuant to which, among other things, all of the shares of the Company will be acquired by 2517835 Ontario Inc., a corporation that on closing will be owned by three current major shareholders of the Company: Slaight Communications Inc., Obelysk Media Inc. and Sirius XM Radio Inc. (the "Arrangement").

"The Court's approval for our proposed recapitalization go-private transaction builds on the strong shareholder voting support we received last week, bringing us another step closer to finalizing the transaction," said Mark Redmond, President and CEO of SiriusXM Canada. "With the final order in hand and our shareholder approval in place, we will continue to work to secure the necessary CRTC regulatory approval to close the transaction in a timely fashion."

The Arrangement remains subject to the receipt of regulatory approval from the Canadian Radio-television and Telecommunications Commission and the satisfaction or waiver of customary closing conditions.

Letter of Transmittal and Election Form

Enclosed with the management information circular dated July 29, 2016 (the "Circular"), and mailed to registered Company shareholders, was a letter of transmittal and election form (the "Letter of Transmittal") explaining how registered Company shareholders can elect, subject to applicable conditions and proration, cash, shares in Sirius XM Holdings Inc. ("SIRI"), or exchangeable shares, or a combination thereof, as well as how registered Company shareholders can deposit and obtain payment for their Company shares once the Arrangement is completed. The availability of exchangeable share consideration is subject to receipt of the exemptive relief, as described in the Circular, and Company shares being exchanged for exchangeable shares having an aggregate equivalent value of at least $25,000,000. Non-registered Company shareholders should carefully follow the instructions from the intermediary that holds Company shares on their behalf in order to make an election. A copy of the Letter of Transmittal is also available on the Company's SEDAR profile at www.sedar.com and on the Company's dedicated transaction website at www.siriusxmcanadatransaction.ca.

The Company will provide at least 10 business days' notice of the deadline (the "Election Deadline") for making an election between cash, SIRI shares, or exchangeable shares, or a combination thereof, to Company shareholders by means of a news release disseminated on a national newswire in Canada. The announcement of the Election Deadline will occur following satisfaction of conditions of the Arrangement (as further described in the Circular).

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 regulatory bodies, the forms of consideration available to Company shareholders, the expected timing and impact 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 SiriusXM Canada

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]