Liberty Media chief John Malone launches bid to take over Sirius XM

John Malone is no stranger to battles with media giants.

Liberty Media's John Malone and Sirius XM Radio's Mel Karmazin are using the regulatory system to go to war over control of the satellite-radio company.

Liberty, which already holds five of 13 Sirius XM board seats, said in a regulatory filing Thursday morning that it wants to take over a majority of Sirius' board a disclosure Malone made without informing Karmazin.

Sirius XM shot back in its own regulatory filing Thursday afternoon that it has been in discussions with Liberty about transactions related to Liberty's stake in the company but had not reached an agreement or been informed of Liberty's plans to shake up the board.

Sirius XM's filing further noted that new directors could not be added to its board without a special meeting that can only be called by two current directors or the chief executive. A proposal can also be made at the annual meeting, but that is at least a year away. Meanwhile, replacing the entire board would "require the consent of a majority of our outstanding common stock," Sirius XM said.

Both companies did not respond to requests for comment Thursday.

Liberty's new plan is "very likely to succeed," Lazard Capital Markets analyst Barton Crockett said in a research note. With control of the board, "Liberty may retain its stake long enough to transition to a new CEO," Crockett said.

Malone, a cable-industry pioneer whom Al Gore famously derided as "Darth Vader," is no stranger to battles with media titans. The reclusive billionaire has faced off with News Corp.'s Rupert Murdoch numerous times and, in 2008, nearly brought a two-decade-long friendship with Barry Diller to an end with an unsuccessful bid to gain control of Diller's IAC.

Douglas County-based Liberty in its filing Thursday also asked the Federal Communications Commission to reconsider a May 4 refusal of Liberty's previous application to take control of Sirius. Liberty said it plans to convert half of its preferred shares to common stock and hold about 32 percent of outstanding shares.

Earlier this month, Liberty raised its stake in Sirius to 46.2 percent from 40 percent as it bought another 60.35 million shares but did not announce its plan to convert to common stock until Thursday.

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Liberty Media chief John Malone launches bid to take over Sirius XM