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XM and SIRIUS to Offer A La Carte Programming

Companies' FCC Filing to Detail Array of New Offerings Priced From $6.99 to
                                   $16.99
  SIRIUS CEO Mel Karmazin to Discuss at National Press Club Address Today

    NEW YORK and WASHINGTON, July 23 /PRNewswire-FirstCall/ -- SIRIUS
Satellite Radio (Nasdaq: SIRI) and XM Satellite Radio (Nasdaq: XMSR)
announced today that the merged company will offer American consumers for
the first time the opportunity to choose programming on an a la carte
basis. This unprecedented offering will provide subscribers with more
choices and lower prices and pave the way for a unique form of competition
in the entertainment industry -- one based on the individual programming
preferences of listeners.
    Tomorrow, XM and SIRIUS will file their joint reply comments with the
Federal Communications Commission (FCC). The filing will include detailed
programming and pricing plans, including two a la carte options. One option
will allow subscribers to choose 50 channels for just $6.99 -- a 46 percent
decrease from the current standard subscription rate of $12.95. Under this
option, customers will also be able to include additional channels for as
little as 25 cents each. The second a la carte option will allow
subscribers to choose 100 channels and will allow SIRIUS customers to
select from some of the best of XM's programming (and XM subscribers to
choose from some of the best of SIRIUS' programming).
    The combined SIRIUS-XM will also offer several other new programming
packages, including two "family-friendly" options, as well. Those choosing
one of the "family-friendly" options will be able to block adult-themed
programming and, for the first time, receive a price credit. These packages
will set a new standard in audio entertainment and subscription media,
offering lower prices, package options, and "best of both" offerings. The
new plans will give consumers the ability to choose from an array of
different packages and price points, ranging from $6.99 - $16.99. A la
carte programming will be available beginning within one year following the
merger, and the other programming options will be available beginning
within six months following the merger.
    "Mel and I are very excited about being able to offer a la carte
programming. We think this is going to be great for consumers and great for
our business. From the day this transaction was announced, we promised that
the merger would enable us to deliver more choices and lower prices for
consumers. In our filing tomorrow with the FCC, we will offer detailed
plans regarding how we will achieve those goals. These plans will further
demonstrate why this merger is overwhelmingly good for consumers and in the
public interest," said Gary Parsons, Chairman of XM Satellite Radio.
    In total, the companies announced a suite of eight post-merger
programming options, all of which adhere to the companies' commitment to
maintain and enhance service to existing devices and to ensure that no
consumer pays more after the merger for the service they enjoy today.
    "The a la carte options and other packages unveiled today demonstrate
that consumers will be the beneficiaries of this merger. The efficiencies
of the merger will allow the combined companies to save hundreds of
millions of dollars a year and give us the opportunity to increase the
number of programming options available to subscribers," said Mel Karmazin,
CEO of SIRIUS Satellite Radio.
    A La Carte Programming
    The combined company will offer two a la carte packages. Consumers will
select their channels on-line allowing them to easily review the full-range
of each company's programming choices. A la carte programming will only be
available for subscribers using new radios, which will be developed
following approval of the merger.
    -- A La Carte -- 50 Channels ($6.99) -- Currently the only standard
       package offered by either company is $12.95 a month.  Under this new
       option, for only $6.99 per month -- a savings of 46 percent --
       consumers will be able to choose either 50 SIRIUS channels from
       approximately 100 SIRIUS channels or 50 XM channels from approximately
       100 XM channels.  Additional channels can be added for 25 cents each,
       with premium packages priced at additional cost.  However, no one
       choosing this option will pay more than $12.95 a month.

    -- A La Carte -- 100 Channels ($14.99) -- Consumers may also choose an a
       la carte offering of 100 channels each.  SIRIUS customers will be able
       to choose from some of the best of XM's programming and XM customers
       will be able to choose from some of the best of SIRIUS' programming.
       Today this programming would require two monthly subscriptions,
       totaling $25.90.  The new 100 channel a la carte option represents a
       savings of 42 percent.

          Best of Both Packages Will Be Available on Existing Radios
    Today, if consumers want the best of both XM and SIRIUS, they need two
satellite radios and two separate monthly subscriptions totaling $25.90.
Following the merger of SIRIUS and XM, consumers will be able to obtain the
best of both SIRIUS and XM, on any of today's satellite radio devices with
one monthly subscription. XM customers would continue to receive their
existing XM service, and be able to obtain certain SIRIUS programming.
SIRIUS customers would continue to receive their existing SIRIUS service,
and be able to obtain certain XM programming. This will be available
through existing SIRIUS and XM radios at a monthly cost of $16.99, a
savings of 34 percent, compared to what it would cost to receive both
services today.
    Discounted Family-Friendly Packages
    Both companies enable comprehensive channel blocking and parental
controls today. After the merger, consumers who purchase a family friendly
version of XM Everything or SIRIUS Everything can do so for $11.95, a
credit of $1.00 per month.
    SIRIUS customers will also be able to choose a family-friendly version
of SIRIUS programming that includes select XM programming. And XM customers
can select a family-friendly XM programming option that includes select
SIRIUS programming. These packages will cost $14.99 per month, a credit of
$2.00 per month from the cost of the "best of" packages. Today, a consumer
would have to purchase two subscriptions for $25.90 to get this combined
content.
    Get Mostly Music or Just News and Sports and Save 23 Percent
    Following the merger, consumers will also have the option of choosing a
package of SIRIUS Mostly Music programming or XM Mostly Music programming.
Subscribers will also be able to choose a package of SIRIUS News, Sports
and Talk programming or XM News, Sports and Talk programming. Each of these
packages will be $9.99 per month, a savings of 23 percent compared to
today's standard subscription of $12.95.
    Like What You Have Today? It Will Still Be Here Tomorrow
    From day one, SIRIUS and XM have promised that no subscriber will pay
more after the merger for a service similar to what they enjoy today and
that no existing radio will be made obsolete by the merger. The XM
Everything and SIRIUS Everything packages will offer a service similar to
that offered today for the standard subscription of $12.95. Customers who
choose to keep the subscription package they have today can continue to do
so for $12.95 per month. Customers who purchase XM Everything and SIRIUS
Everything packages will also be able to continue their current $6.99
multi-receiver subscriptions.
    Additional detail on the packages is attached to this news release and
available at either http://www.siriusmerger.com or http://www.xmmerger.com.
    The companies anticipate the merger will close in late 2007.



              Summary of XM Post-Merger Channel Line Up Proposal

                                           MONTHLY PRICE:    MONTHLY PRICE:
    OFFERING             # CHANNELS           CURRENT         POST-MERGER

    XM Everything**      Approx. 170           $12.95           $12.95

    A La Carte I*      Pick Your Own 50        $12.95      Starting at $6.99
                       from all but Premium
                       (Optional: Add a
                       Channel @ $.25 each;
                       Add Super Premium
                       Packages @ $3.00
                       or $6.00 each)

    A La Carte II*     Pick Your Own 100
                       (including some
                       best of SIRIUS)        $25.90***         $14.99

    XM Everything &      Approx. 180          $25.90***         $16.99
     Select SIRIUS**

    Family Friendly &    Approx. 170          $25.90***         $14.99
     Select SIRIUS

    Family Friendly      Approx. 160           $12.95           $11.95

    Mostly Music         Approx. 65            $12.95            $9.99
    Commercial Free
     Music (58)
    More Music (5)
    Kids (2)
    Religion (1)
    Emergency &
     Weather (1)

    News, Sports         Approx. 60            $12.95            $9.99
     & Talk
    News (12)
    Sports (10)
    Kids (2)
    Talk and
     Entertainment (15)
    Traffic, Weather
     and Alerts (21)
    Religion (1)
    Emergency &
     Weather (1)
    *Available only for subscribers using next generation receivers who
select channels via the Internet.
    **Consumers may block adult-themed content. Consumers who elect to
block adult-themed content will be provided a monthly credit.
    ***Currently requires two subscriptions.
    All content is subject to change from time to time due to contractual
relationships with third-party providers and for other reasons.
            Summary of SIRIUS Post-Merger Channel Line Up Proposal

                                           MONTHLY PRICE:     MONTHLY PRICE:
    OFFERING               # CHANNELS         CURRENT          POST-MERGER

    SIRIUS Everything **   Approx. 130         $12.95            $12.95

    A La Carte I*          Pick Your Own 50    $12.95       Starting at $6.99
                           (Optional: Add a
                           Channel @ $.25 Each;
                           Add Super Premium
                           Packages @ $6.00
                           or $5.00 Each)

    A La Carte II*         Pick Your Own 100   $25.90***         $14.99
                           (Including some
                           best of XM)

    Everything SIRIUS      Approx. 140         $25.90***         $16.99
     & Select XM**

    Family Friendly &      Approx. 130         $25.90***         $14.99
     Select XM

    Family Friendly        Approx. 120         $12.95            $11.95

    Mostly Music           Approx. 65          $12.95             $9.99
    Commercial Free
     Music (59)
    Family and Kids (4)
    Religion (3)
    Emergency (2)

    News, Sports           Approx. 50          $12.95             $9.99
     & Talk
    Sports Channels (8)
    Talk and
     Entertainment (10)
    Family and Kids (4)
    Religion (3)
    News (13)
    Traffic and
     Weather (11)
    Emergency (2)
    *Available only for subscribers using next generation receivers who
select channels via the Internet.
    **Consumers may block adult-themed content. Consumers who elect to
block adult-themed content will be provided a monthly credit.
    ***Currently requires two subscriptions.
    All content is subject to change from time to time due to contractual
relationships with third-party providers and for other reasons.
    About SIRIUS
    SIRIUS, "The Best Radio on Radio," delivers more than 130 channels of
the best programming in all of radio. SIRIUS is the original and only home
of 100% commercial free music channels in satellite radio, offering 69
music channels. SIRIUS also delivers 65 channels of sports, news, talk,
entertainment, traffic, weather and data. SIRIUS is the Official Satellite
Radio Partner of the NFL, NASCAR and NBA, and broadcasts live play-by-play
games of the NFL and NBA, as well as live NASCAR races. All SIRIUS
programming is available for a monthly subscription fee of only $12.95.
    SIRIUS Internet Radio (SIR) is a CD-quality, Internet-only version of
the SIRIUS radio service, without the use of a radio, for the monthly
subscription fee of $12.95. SIR delivers more than 75 channels of talk,
entertainment, sports, and 100% commercial free music.
    SIRIUS products for the car, truck, home, RV and boat are available in
more than 25,000 retail locations, including Best Buy, Circuit City,
Crutchfield, Costco, Target, Wal-Mart, Sam's Club, RadioShack and at
http://shop.sirius.com.
    SIRIUS radios are offered in vehicles from Audi, Bentley, BMW,
Chrysler, Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln, Mercury, Maybach, Mazda, Mercedes-Benz, MINI, Mitsubishi, Nissan,
Rolls Royce, Scion, Toyota, Volkswagen, and Volvo. Hertz also offers SIRIUS
in its rental cars at major locations around the country.
    Click on http://www.sirius.com to listen to SIRIUS live, or to purchase
a SIRIUS radio and subscription.
    Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions, future events or
performance with respect to SIRIUS Satellite Radio Inc. are not historical
facts and may be forward-looking and, accordingly, such statements involve
estimates, assumptions and uncertainties which could cause actual results
to differ materially from those expressed in any forward-looking
statements. Accordingly, any such statements are qualified in their
entirety by reference to the factors discussed in our Annual Report on Form
10-K for the year ended December 31, 2006 filed with the Securities and
Exchange Commission. Among the significant factors that could cause our
actual results to differ materially from those expressed are: our pending
merger with XM Satellite Radio Holdings, Inc. ("XM"), including related
uncertainties and risks and the impact on our business if the merger is not
completed; any events which affect the useful life of our satellites; our
dependence upon third parties, including manufacturers of SIRIUS radios,
retailers, automakers and programming providers; and our competitive
position versus other audio entertainment providers.
    About XM
    XM is America's number one satellite radio company with more than 8
million subscribers. Broadcasting live daily from studios in Washington,
DC, New York City, Chicago, the Country Music Hall of Fame in Nashville,
Toronto and Montreal, XM's 2007 lineup includes more than 170 digital
channels of choice from coast to coast: commercial-free music, premier
sports, news, talk radio, comedy, children's and entertainment programming;
and the most advanced traffic and weather information.
    XM, the leader in satellite-delivered entertainment and data services
for the automobile market through partnerships with General Motors, Honda,
Hyundai, Nissan, Porsche, Subaru, Suzuki and Toyota is available in 140
different vehicle models for 2007. XM's industry-leading products are
available at consumer electronics retailers nationwide. For more
information about XM hardware, programming and partnerships, please visit
http://www.xmradio.com .
    Important Additional Information Will be Filed with the SEC
    This communication is being made in respect of the proposed business
combination involving SIRIUS and XM. In connection with the proposed
transaction, SIRIUS plans to file with the SEC a Registration Statement on
Form S-4 containing a Joint Proxy Statement/Prospectus and SIRIUS and XM
plan to file with the SEC other documents regarding the proposed
transaction. The definitive Joint Proxy Statement/Prospectus will be mailed
to stockholders of SIRIUS and XM. INVESTORS AND SECURITY HOLDERS OF SIRIUS
AND XM ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
    Investors and security holders will be able to obtain free copies of
the Registration Statement and the Joint Proxy Statement/Prospectus (when
available) and other documents filed with the SEC by SIRIUS and XM through
the web site maintained by the SEC at http://www.sec.gov . Free copies of
the Registration Statement and the Joint Proxy Statement/Prospectus (when
available) and other documents filed with the SEC can also be obtained by
directing a request to SIRIUS Satellite Radio Inc., 1221 Avenue of the
Americas, New York, NY 10020, Attention: Investor Relations.
    SIRIUS, XM and their respective directors and executive officers and
other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
SIRIUS' directors and executive officers is available in its Annual Report
on Form 10-K for the year ended December 31, 2006, which was filed with the
SEC on March 1, 2007, and its proxy statement for its 2007 annual meeting
of stockholders, which was filed with the SEC on April 23, 2007, and
information regarding XM's directors and executive officers is available in
XM's Annual Report on Form 10-K, for the year ended December 31, 2006,
which was filed with the SEC on March 1, 2007 and its proxy statement for
its 2007 annual meeting of shareholders, which was filed with the SEC on
April 17, 2007. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Joint Proxy
Statement/Prospectus and other relevant materials to be filed with the SEC
when they become available.
    SIRIUS
    Media Relations
    Patrick Reilly
    212-901-6646
    PReilly@siriusradio.com

    Joele Frank / Eric Brielmann
    Joele Frank, Wilkinson Brimmer Katcher
    212-355-4449
    ebrielmann@joelefrank.com

    XM
    Media Relations
    Nathaniel Brown
    212-708-6170
    Nathaniel.Brown@xmradio.com

    Chance Patterson
    202-380-4318
    Chance.Patterson@xmradio.com

    G-SIRI


SOURCE SIRIUS Satellite Radio; XM Satellite Radio




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Related links:
  • http://www.sirius.com
  • http://www.xmradio.com
  • http://www.siriusmerger.com
  • http://www.xmmerger.com
  • http://shop.sirius.com
    CONTACT:
    Media Relations, Patrick Reilly of SIRIUS,
    +1-212-901-6646, PReilly@siriusradio.com; or Joele Frank or Eric
    Brielmann of Joele Frank, Wilkinson Brimmer Katcher,
    +1-212-355-4449, ebrielmann@joelefrank.com, for SIRIUS; or Media
    Relations, Nathaniel Brown, +1-212-708-6170,
    Nathaniel.Brown@xmradio.com, or Chance Patterson,
    +1-202-380-4318, Chance.Patterson@xmradio.com, both of XM