BOSTON, Jan. 7, 2014 /PRNewswire/ -- Block & Leviton LLP ( www.blockesq.com), a Boston-based law firm representing investors nationwide, has commenced an investigation into possible breaches of fiduciary duty by the Board of Directors of Sirius XM Holdings Inc. ("SiriusXM" or the "Company") (NASDAQ: SIRI) concerning the proposed acquisition of the Company by Liberty Media Corporation ("Liberty") (NASDAQ: LMCA), in a transaction valued at approximately $10.6 billion. The investigation is also seeking to determine whether Liberty aided and abetted the Company's breach of fiduciary duties. Under the terms of the proposal, Liberty would acquire each Sirius XM share for 0.0760 of a new share of Liberty Media Series C common stock, valued at approximately $3.68, a paltry premium of less than three percent wrought through Liberty's domination of SiriusXM as the Company's majority stockholder. Liberty's CEO Greg Maffei bluntly stated, "This is not a change of control: We already control Sirius XM." Liberty, by virtue of this controlling stake in SiriusXM, has shown no interest in paying an appropriate premium to minority shareholders in the Company.
Sirius XM's shares traded above the offer price as recently as December 9, 2013, less than one month prior to the announcement of the Liberty offer, and traded above $4.00 per share in mid-October 2013. The mean analyst price target on the investment website Yahoo! Finance was $4.60, while the median target was $4.50 and the high price target was $5.80, more than $2 above the offer price. The value of the Company's shares has increased over 15% in the past year.
Block & Leviton's investigation seeks to determine whether SiriusXM's Directors breached their fiduciary duties by failing to maximize shareholder value in the proposed acquisition by Liberty and the fairness by which the Sirius XM Directors considered and approved the transaction.