02-20-2007, 05:58 PM
February 19, 2007To: SIRIUS Subscribers Today is a very exciting day for SIRIUS customers. As you may have heard,SIRIUS Satellite Radio and XM Satellite Radio are merging to form the nation'spremier audio entertainment provider. This combination of our two offerings will benefit you - our loyal listeners. As a single company, we'll provide superior programming to you every day withthe best of both SIRIUS and XM. Currently, XM and SIRIUS broadcast a wide rangeof commercial-free music channels, exclusive sports coverage, news, talk, andentertainment programming. Howard Stern. Oprah and Friends. The NFL. MLB. NBA. ESPN. CNBC. Fox News. Additionally, the combined company will be ableto improve existing services such as real-time traffic information and rear-seatvideo as well as introduce new ones. After shareholder and regulatory approvals, we anticipate that the combinationwill be finalized by the end of 2007. Until then, both companies will continueto operate independently. We will continue to provide you with theuninterrupted service - as well as the outstanding customer support - that youhave come to expect and enjoy from SIRIUS. We do not anticipate any changes inyour service during the merger process, however, please call our customer careteam on 1- 888-539-7474 should you have any questions.We look forward to the many benefits this combination will offer and continuingto make your listening experience an enjoyable one - offering more of the VeryBest Radio on Radio. Stay tuned,Mel Karmazin, CEOForward Looking StatementsThis letter contains "forward-looking statements" within the meaning of thePrivate Securities Litigation Reform Act of 1995. Such statements include, butare not limited to, statements about the benefits of the business combinationtransaction involving Sirius Satellite Radio Inc. and XM Satellite RadioHoldings Inc., including potential synergies and cost savings and the timingthereof, future financial and operating results, the combined company's plans,objectives, expectations and intentions with respect to future operations,products and services; and other statements identified by words such as"anticipate," "believe," "plan," "estimate," "expect," "intend," "will,""should," "may," or words of similar meaning. Such forward-looking statementsare based upon the current beliefs and expectations of SIRIUS' and XM'smanagement and are inherently subject to significant business, economic andcompetitive uncertainties and contingencies, many of which are difficult topredict and generally beyond the control of SIRIUS and XM. Actual results maydiffer materially from the results anticipated in these forward-lookingstatements. The following factors, among others, could cause actual results to differmaterially from the anticipated results or other expectations expressed in theforward-looking statement: general business and economic conditions; theperformance of financial markets and interest rates; the ability to obtaingovernmental approvals of the transaction on a timely basis; the failure ofSIRIUS and XM shareholders to approve the transaction; the failure to realizesynergies and cost-savings from the transaction or delay in realization thereof;the businesses of SIRIUS and XM may not be combined successfully, or suchcombination may take longer, be more difficult, time-consuming or costly toaccomplish than expected; and operating costs and business disruption followingthe merger, including adverse effects on employee retention and on our businessrelationships with third parties, including manufacturers of radios, retailers,automakers and programming providers. Additional factors that could causeSIRIUS' and XM's results to differ materially from those described in theforward-looking statements can be found in SIRIUS' and XM's Annual Reports onForm 10-K for the year ended December 31, 2005, and Quarterly Reports on Form10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006which are filed with the Securities and Exchange Commission (the "SEC") andavailable at the SEC's Internet site [url=javascript:ol('http://www.sec.gov');]http://www.sec.gov[/url] The information setforth herein speaks only as of the date hereof, and Sirius and XM disclaim anyintention or obligation to update any forward looking statements as a result ofdevelopments occurring after the date of this press release.Important Additional Information Will be Filed with the SECThis communication is being made in respect of the proposed business combinationinvolving SIRIUS and XM. In connection with the proposed transaction, SIRIUSplans to file with the SEC a Registration Statement on Form S-4 containing aJoint Proxy Statement/Prospectus and each of SIRIUS and XM plan to file with theSEC other documents regarding the proposed transaction. The definitive JointProxy Statement/Prospectus will be mailed to stockholders of SIRIUS and XM.INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINTPROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY INTHEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANTINFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of theRegistration Statement and the Joint Proxy Statement/Prospectus (when available)and other documents filed with the SEC by SIRIUS and XM through the web sitemaintained by the SEC at http://www.sec.gov. Free copies of the Registration Statementand the Joint Proxy Statement/Prospectus (when available) and other documentsfiled with the SEC can also be obtained by directing a request to SiriusSatellite Radio Inc., 1221 Avenue of the Americas, New York, NY 10020,Attention: Investor Relations or by directing a request to XM Satellite RadioHoldings Inc., 1500 Eckington Place, NE Washington, DC 20002, Attention:Investor Relations.SIRIUS, XM and their respective directors and executive officers and otherpersons may be deemed to be participants in the solicitation of proxies inrespect of the proposed transaction. Information regarding SIRIUS' directorsand executive officers is available in its Annual Report on Form 10-K for theyear ended December 31, 2005, which was filed with the SEC on March 13, 2006,and its proxy statement for its 2006 annual meeting of stockholders, which wasfiled with the SEC on April 21, 2006, and information regarding XM's directorsand executive officers is available in XM's Annual Report on Form 10-K, for theyear ended December 31, 2005, which was filed with the SEC on March 3, 2006 andits proxy statement for its 2006 annual meeting of shareholders, which was filedwith the SEC on April 25, 2006. Other information regarding the participants inthe proxy solicitation and a description of their direct and indirect interests,by security holdings or otherwise, will be contained in the Joint ProxyStatement/Prospectus and other relevant materials to be filed with the SEC whenthey become available.Please note: this is not a promotional e-mail. As a SIRIUS subscriber, you willperiodically receive service notices via e-mail. These service notices areintended to provide you with helpful information that will facilitate andenhance your SIRIUS listening experience.
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