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* CEO Mel Karmazin to step down on Feb. 1, 2013

* Sirius board to consider both internal and external

candidates for CEO job

* Sirius shares down 2 pct, after market

(Adds details, share movement)

Oct 23 (Reuters) – Sirius XM Radio Inc said Chief

Executive Mel Karmazin will step down on Feb. 1, 2013, at a

time when media mogul John Malone-controlled Liberty Media Corp

is trying to wrest full control of the satellite radio

broadcaster.

Shares of the company were down 2 percent at $2.81 in

trading after the bell on Tuesday. The stock closed at $2.87 on

the Nasdaq.

Liberty is Sirius’s largest shareholder with a stake of just

under 50 percent and had filed a petition with the U.S. Federal

Communications Commission to replace the company’s board.

Karmazin, who famously clashed with Sumner Redstone while at

Viacom Inc, is known for his disdain of working for a

controlling shareholder, and has indicated that Liberty likely

wouldn’t need him to stick around if it took control.

Under Karmazin, Sirius has grown its subscriber count to

23.4 million as of the end of the third quarter, and maintains

an estimated 70 percent market share of new cars sold in the

United States.

“We will keep our foot on the gas and continue driving ahead

to finish 2012 and lay the groundwork for 2013 and beyond,”

Karmazin wrote in an email to employees.

“I’m looking forward to seeing – and listening to – all that

is ahead for SiriusXM in the years to come.”

Sirius said its board has formed a search committee to

consider both internal and external candidates for its next CEO.

Liberty acquired an initial stake of about 40 percent in

Sirius in 2009 as part of a deal in which it loaned the

satellite radio provider $530 million to help stave off

bankruptcy.

In August, Liberty said it plans to spin off its premium

pay-TV network Starz LLC into a separate public company in a

deal seen as taking a step closer to taking control of Sirius

XM.

Liberty Media said it was considering a tax-free spinoff of

its 46 percent stake in the satellite radio provider.

The discussion around an imminent Liberty-Sirius deal

boosted Sirius shares as they touched a year-high of $2.97 in

mid October.

(Reporting by Supantha Mukherjee in Bangalore and Liana B.

Baker in New York; Editing by Saumyadeb Chakrabarty and Akshay

Lodaya)