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Cramer: Odd situation creating ‘tremendous opportunity’

(Click for video linked to a searchable transcript of this Mad Money segment)

Jim Cramer thinks cable mogul John Malone has just created a 'tremendous opportunity' for investors.

In part that's because Malone is notorious for creating complicated, tax-efficient deals involving stock. And in this case, Cramer believes investors win.

Specifically on Friday Malone'sLiberty Media offered to buy out minority shareholders in Sirius XM in all stock deal.

Although Cramer rarely advocates buying a stock after it has attracted a suitor, this is an exception. That is, the "Mad Money" host believes that Sirius XM is a buy at $3.80 before the deal closes.

Largely that's because Cramer thinks Siruis has the potential to be a $5 stock and he thinks Malone is the person to unlock the value. "John Malone has a terrific track record of extracting value from holdings. He's fabulous at making strategic acquisitions, hiring the right people, and putting up phenomenal long-term results," Cramer said.

Fuse | Getty Images

Of course, in other circumstances that would suggest buying shares of Liberty as a beneficiary of the acquisition but not in this case. Now here's where Malone's penchant for complicated deals involving stock comes in.

"Liberty Media is creating a new class of stock, Liberty C, which will trade under the symbol LMCC," Cramer explained.

"The company's current shareholders will get 230 million LMCC shares via a 2 for 1 stock dividend. But more important, Liberty will exchange its 460 million of these new C-shares for the rest of Sirius-XM, with one share of Sirius being worth 0.076 shares of Liberty-C. In other words, for every 131 or so shares of Sirius you own, you'll get one share in the new class of Liberty Media's stock."

Essentially, Cramer believes buying Siruis now gets investors in on the ground floor of the new Liberty C shares.

That's desirable because Liberty Media management is forming an independent special committee to review the terms of the deal and then vote on it.

"And I think the independent committee could force Liberty to pay more for Sirius than what they're currently offering," Cramer speculated. "Not that long ago you had SiriusXM trading at $4.18 a share—that's 9% higher than where it is now—and some analysts have been saying it's worth as much as $5. So I wouldn't be at all surprised if Liberty is forced to pay close to Sirius' recent highs."

Therefore buying Sirius now would make investors the beneficiary of a higher offer. And then after the acquisition is completed the newly formed Liberty C shares allow investors to benefit from the synergies that Cramer believes will follow.

"After the deal closes, all of your Sirius shares will become Liberty Media Class-C shares, and the SiriusXM business will represent around 70% of Liberty Media's operational value. I think Liberty will be able to do a better job of running the satellite radio biz—making it grow faster and generate massive amounts of cash," Cramer said.

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"So here's the bottom line: I think this Liberty Media Sirius XM deal is a fabulous idea, and the best way to get in on the ground floor of the new Liberty Class-C shares is by buying Sirius."

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