Pandora Announces Completion of “Go-Shop” Process
24 Octubre 2018 - 8:59AM
Business Wire
Acquisition by SiriusXM remains on track,
expected to close in Q1 2019
Pandora (NYSE: P) today announced the completion of the
“go-shop” process under the merger agreement with Sirius XM
Holdings Inc. Pandora continues to expect the pending acquisition
to close in the first quarter of 2019, subject to customary closing
conditions, regulatory review and stockholder approval.
Pandora has concluded its discussions with other parties about
an alternative transaction pursuant to the “go-shop,” and the
Pandora Board of Directors continues to recommend the SiriusXM
acquisition as fair to and in the best interest of Pandora’s
stockholders. Pandora is now subject to customary ”no-shop“
provisions that limit its ability to solicit alternative
acquisition proposals, subject to customary “fiduciary out”
provisions.
ABOUT PANDORA
Pandora is the world’s most powerful music discovery platform—a
place where artists find their fans and listeners find music they
love. We are driven by a single purpose: unleashing the infinite
power of music by connecting artists and fans, whether through
earbuds, car speakers, or anywhere fans want to experience it. Our
team of highly trained musicologists analyze hundreds of attributes
for each recording which powers our proprietary Music Genome
Project®, delivering billions of hours of personalized music
tailored to the tastes of each music listener, full of discovery,
making artist/fan connections at unprecedented scale. Founded by
musicians, Pandora empowers artists with valuable data and tools to
help grow their careers and connect with their fans.
www.pandora.com | @pandoramusic | www.pandoraforbrands.com |
@PandoraBrands | amp.pandora.com
IMPORTANT ADDITIONAL INFORMATION AND
WHERE TO FIND IT
This communication is being made in respect of the proposed
merger transaction involving Sirius XM Holdings Inc. ("SiriusXM")
and Pandora Media, Inc. ("Pandora"). SiriusXM intends to file a
registration statement on Form S-4 with the SEC, which will include
a proxy statement of Pandora and a prospectus of SiriusXM and each
party will file other documents regarding the proposed transaction
with the SEC. Any definitive proxy statement(s)/prospectus(es) will
also be sent to the stockholders of Pandora seeking any required
stockholder approval. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval. Before making any
voting or investment decision, investors and stockholders of
Pandora are urged to carefully read the entire registration
statement and proxy statement/prospectus, when they become
available, and any other relevant documents filed with the SEC, as
well as any amendments or supplements to these documents, because
they will contain important information about the proposed
transaction. The documents filed by SiriusXM and Pandora with
the SEC may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, the documents filed by SiriusXM may be
obtained free of charge from SiriusXM at www.siriusxm.com, and the
documents filed by Pandora may be obtained free of charge from
Pandora at www.Pandora.com. Alternatively, these documents, when
available, can be obtained free of charge from SiriusXM upon
written request to SiriusXM, 1290 Avenue of the Americas, 11th
Floor, New York, New York 10104, Attn: Investor Relations, or by
calling (212) 584-5100, or from Pandora upon written request to
Pandora, 2100 Franklin Street, Suite 700, Oakland, California 94612
Attn: Investor Relations or by calling (510) 451-4100.
SiriusXM and Pandora and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Pandora in favor
of the approval of the merger. Information regarding SiriusXM's
directors and executive officers is contained in SiriusXM's Annual
Report on Form 10-K for the year ended December 31, 2017, its
Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2018 and June 30, 2018 and its Proxy Statement on
Schedule 14A, dated April 23, 2018, which are filed with the SEC.
Information regarding Pandora's directors and executive officers is
contained in Pandora's Annual Report on Form 10-K for the year
ended December 31, 2017, its Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2018 and June 30, 2018 and its
Proxy Statement on Schedule 14A, dated April 10, 2018, which are
filed with the SEC. Additional information regarding the interests
of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
registration statement(s) and the proxy statement(s)/prospectus(es)
when they become available. Free copies of these documents may be
obtained as described in the preceding paragraph.
FORWARD-LOOKING
STATEMENTS
This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as "will likely result," "are expected to," "will
continue," "is anticipated," "estimated," "believe," "intend,"
"plan," "projection," "outlook" or words of similar meaning. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
In addition to factors previously disclosed in SiriusXM's and
Pandora's reports filed with the SEC and those identified elsewhere
in this communication, the following factors, among others, could
cause actual results and the timing of events to differ materially
from the anticipated results or other expectations expressed in the
forward-looking statements: ability to meet the closing conditions
to the merger, including the approval of Pandora's stockholders on
the expected terms and schedule and the risk that regulatory
approvals required for the merger are not obtained or are obtained
subject to conditions that are not anticipated; delay in closing
the merger; failure to realize the expected benefits from the
proposed transaction; risks related to disruption of management
time from ongoing business operations due to the proposed
transaction; SiriusXM's or Pandora's substantial competition, which
is likely to increase over time; SiriusXM's or Pandora's ability to
retain subscribers or increase the number of subscribers is
uncertain; SiriusXM's or Pandora's ability to profitably attract
and retain subscribers; failing to protect the security of the
personal information about SiriusXM's or Pandora's customers;
interference to SiriusXM's or Pandora's service from wireless
operations; SiriusXM and Pandora engage in substantial marketing
efforts and the continued effectiveness of those efforts are an
important part of SiriusXM's and Pandora's business; consumer
protection laws and their enforcement; SiriusXM's or Pandora's
failure to realize benefits of acquisitions or other strategic
initiatives; unfavorable outcomes of pending or future litigation;
the market for music rights, which is changing and subject to
uncertainties; SiriusXM's dependence upon the auto industry;
general economic conditions; existing or future government laws and
regulations could harm SiriusXM's or Pandora's business; failure of
SiriusXM's satellites would significantly damage its business; the
interruption or failure of SiriusXM's or Pandora's information
technology and communications systems; rapid technological and
industry changes; failure of third parties to perform; SiriusXM's
failure to comply with FCC requirements; modifications to
SiriusXM's or Pandora's business plan; SiriusXM's or Pandora's
indebtedness; SiriusXM's studios, terrestrial repeater networks,
satellite uplink facilities or SiriusXM's or Pandora's other ground
facilities could be damaged by natural catastrophes or terrorist
activities; SiriusXM's principal stockholder has significant
influence over its affairs and over actions requiring stockholder
approval and its interests may differ from interests of other
holders of SiriusXM's common stock; SiriusXM is a "controlled
company" within the meaning of the NASDAQ listing rules; impairment
of SiriusXM's or Pandora's business by third-party intellectual
property rights; changes to SiriusXM's dividend policies which
could occur at any time; and risks related to the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures. The information set forth herein speaks only as of
the date hereof, and SiriusXM and Pandora disclaim any intention or
obligation to update any forward looking statements as a result of
developments occurring after the date of this communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181024005549/en/
PandoraDerrick Nueman / Conrad Grodd, 510-842-6960Investor
Relationsinvestor@pandora.com
Pandora (NYSE:P)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Pandora (NYSE:P)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024