Filed by Liberty Media Corporation pursuant to
Rule 425 of the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
of the
Securities Exchange Act of 1934
Subject Company: Liberty Media Corporation
Commission File No.: 001-35707
Subject Company: Liberty Sirius XM Holdings Inc.
Commission File No.: 333-276758
July 24, 2024
Liberty Media Corporation Announces Virtual Special Meeting of Stockholders
and Expected Closing Date of Transaction with Sirius XM
ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Media Corporation (“Liberty
Media”) (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, LLYVA, LLVYK) will hold a virtual special meeting of its Series A Liberty
SiriusXM common stock (“LSXMA”) and Series B Liberty SiriusXM common stock (“LSXMB”) holders on Friday, August 23,
2024 at 10:15 a.m. M.T. At the special meeting, such stockholders will be asked to consider and vote on a proposal related to Liberty
Media’s proposed transaction to separate the Liberty SiriusXM Group by means of a redemptive split-off into a separate company (“SplitCo”),
following which SplitCo will subsequently combine with Sirius XM Holdings Inc. (“Sirius XM”) (the “Transactions”).
Information regarding the Transactions and matters on which holders
of LSXMA and LSXMB are being asked to vote is available in the definitive proxy materials filed by Liberty Media with respect to the special
meeting. Assuming satisfaction of all conditions to closing, the Transactions are expected to be completed on Monday, September 9,
2024.
Additional Special Meeting Details
The special
meeting will be held via the Internet and will be a completely virtual meeting of holders of LSXMA and LSXMB. Such stockholders of record
as of the record date for the special meeting will be able to attend the meeting, submit questions and vote their shares electronically
during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2024SM. The record date for the special
meeting is 5:00 p.m., New York City time, on July 17, 2024. Stockholders will need the 16-digit control number that is printed in
the box marked by the arrow on the stockholder’s proxy card for the special meeting to enter the virtual special meeting website.
A technical support number will become available at the virtual meeting link 10 minutes prior to the scheduled meeting time.
In addition,
access to the special meeting will be available on the Liberty Media website. All interested persons should visit https://www.libertymedia.com/investors/news-events/ir-calendar to
access the webcast. An archive of the webcast will also be available on this website after appropriate filings have been made with the
SEC.
Forward-Looking Statements
This communication includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the Transactions and their
proposed timing and other matters related to the Transactions. All statements other than statements of historical fact are “forward-looking
statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases
such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar
import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,”
“could,” or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual
results and the timing of events to differ materially from those expressed or implied by such statements, including, without limitation,
the satisfaction of conditions to the Transactions. These forward-looking statements speak only as of the date of this communication,
and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement
contained herein to reflect any change in Liberty Media’s expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Media, including its definitive
proxy statement materials for the special meeting and its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented
or superseded from time to time by other reports Liberty Media subsequently files with the SEC, for additional information about Liberty
Media and about the risks and uncertainties related to Liberty Media’s business which may affect the statements made in this communication.
Additional Information
Nothing in this press release shall constitute a solicitation to buy
or an offer to sell shares of common stock of Liberty Media, Sirius XM or SplitCo. The proposed offer and issuance of shares of SplitCo
common stock in the Transactions will be made only pursuant to SplitCo’s effective registration statement on Form S-4, which
includes a proxy statement of Liberty Media, prospectus of SplitCo, and information statement of Sirius XM. Liberty Media and Sirius XM
stockholders and other investors are urged to read the registration statement, together with all relevant SEC filings regarding the transactions,
and any other relevant documents filed as exhibits therewith, as well as any amendments or supplements to those documents, because they
contain important information about the Transactions. The proxy statement/prospectus/information statement and other relevant materials
for the proposed transaction will be provided to all LSXMA, LSXMB and Sirius XM stockholders. Copies of these SEC filings are available,
free of charge, at the SEC's website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference
therein are available, without charge, by directing a request to Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado
80112, Attention: Investor Relations, Telephone: (877) 772-1518 or Sirius XM Holdings Inc., 1221 Avenue of the Americas, 35th Floor, New
York, New York 10021, Attention: Investor Relations, (212) 584-5100.
Participants in a Solicitation
Liberty Media
anticipates that the following individuals will be participants (the "Liberty Media Participants") in the solicitation of proxies
from holders of Liberty Media's LSXMA and LSXMB common stock in connection with the proposed transaction: John C. Malone, Chairman of
the Liberty Media Board of Directors, Robert R. Bennett, Derek Chang, Brian M. Deevy, M. Ian G. Gilchrist, Evan D. Malone, Larry E. Romrell,
and Andrea L. Wong, all of whom are members of the Liberty Media Board of Directors, Gregory B. Maffei, Liberty Media's President, Chief
Executive Officer and Director, Brian J. Wendling, Liberty Media's Chief Accounting Officer and Principal Financial Officer, and Renee
L. Wilm, Liberty Media’s Chief Legal Officer and Chief Administrative Officer. Information regarding the Liberty Media Participants,
including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the caption "Security
Ownership of Certain Beneficial Owners and Management—Security Ownership of Management of Liberty Media " contained in Liberty
Media's definitive proxy statement on Schedule 14A (the "Liberty Media Proxy Statement"), which was filed with the SEC on July 23,
2024 and is available at: https://www.sec.gov/Archives/edgar/data/1560385/000110465924081952/tm243546-9_defm14a.htm. To the extent
that certain Liberty Media Participants or their affiliates have acquired or disposed of security holdings since the "as of"
date disclosed in the Liberty Media Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership
on Form 4 or amendments to beneficial ownership reports on Schedules 13D filed with the SEC, which are available at: https://www.sec.gov/edgar/browse/?CIK=1560385&owner=exclude.
Additional information regarding the Liberty Media Participants in the proxy solicitation and a description of their interests is contained
in the Liberty Media Proxy Statement and other relevant materials filed with the SEC in respect of the Transactions. These documents
can be obtained free of charge from the sources indicated above.
Sirius XM
anticipates that the following individuals will be participants (the "Sirius XM Participants") in the solicitation of proxies
from holders of Liberty Media's LSXMA and LSXMB common stock in connection with the proposed transaction: Gregory B. Maffei, Chairman
of the Sirius XM Board of Directors, David A. Blau, Eddy W. Hartenstein, Robin P. Hickenlooper, James P. Holden, Evan D. Malone, James
E. Meyer, Jonelle Procope, Michael Rapino, Kristina M. Salen, Carl E. Vogel and David Zaslav, all of whom are members of Sirius XM's
Board of Directors, Jennifer Witz, Sirius XM's Chief Executive Officer and Director and Thomas D. Barry, Sirius XM's Chief Financial
Officer. Information regarding the Sirius XM Participants, including a description of their direct or indirect interests, by security
holdings or otherwise, can be found under the caption "Security Ownership of Certain Beneficial Owners and Management—Security
Ownership of Management of Sirius XM Holdings" contained in Sirius XM's Notice of Action by Written Consent and Information Statement
(the “Sirius XM Information Statement”), which was filed with the SEC on July 23, 2024 and is available at: https://www.sec.gov/Archives/edgar/data/908937/000110465924081955/tm2419963-1_defm14c.htm.
To the extent that certain Sirius XM Participants or their affiliates have acquired or disposed of security holdings since the "as
of" date disclosed in the Sirius XM Information Statement, such transactions have been or will be reflected on Statements of Change
in Ownership on Form 4, which are available at: https://www.sec.gov/edgar/browse/?CIK=908937&owner=exclude. Additional
information regarding certain of the Sirius XM Participants in the proxy solicitation and a description of their interests are contained
in the Sirius XM Information Statement and other relevant materials filed with the SEC in respect of the Transactions. These documents
can be obtained free of charge from the sources indicated above.
About Liberty Media Corporation
Liberty Media Corporation operates and owns interests in a broad range
of media, communications, sports and entertainment businesses. Those businesses are attributed to three tracking stock groups: the Liberty
SiriusXM Group, the Formula One Group and the Liberty Live Group. The businesses and assets attributed to the Liberty SiriusXM Group (NASDAQ:
LSXMA, LSXMB, LSXMK) include Liberty Media’s interest in Sirius XM. The businesses and assets attributed to the Formula One Group
(NASDAQ: FWONA, FWONK) include Liberty Media’s subsidiaries Formula 1 and Quint, and other minority investments. The businesses
and assets attributed to the Liberty Live Group (NASDAQ: LLYVA, LLYVK) include Liberty Media’s interest in Live Nation and other
minority investments.
Shane Kleinstein, 720-875-5432
Source: Liberty Media Corporation
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