As previously disclosed, on September 23, 2018, we entered into an Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”) with Sirius XM Holdings Inc. (“Sirius XM”), and White Oaks Acquisition Corp. pursuant to which, subject to the terms and conditions thereof, the Company will be acquired by and become a wholly owned subsidiary of Sirius XM
(the “Transaction”). The consummation of the Transaction is subject to, among other things, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the
receipt of approvals under the competition laws of Germany and Austria. As of November 16, 2018, the parties had received the requisite approvals under the competition laws of Germany and Austria.
In connection with the Transaction, on October 18, 2018, we and the ultimate parent entity of Sirius XM each filed a Notification and
Report Form under the HSR Act, with the U.S. Federal Trade Commission and the U.S. Department of Justice (the “DOJ”) (the “HSR Notification”).
As part of the parties’ continuing cooperation with the DOJ and in order to provide the DOJ with additional time for review, on
November 19, 2018, we and the ultimate parent entity of Sirius XM voluntarily withdrew our respective HSR Notifications and intend to re-file our respective HSR Notifications on November 21, 2018 (the “Refiled Notification”). The
waiting period under the HSR Act with respect to the Refiled Notification would be scheduled to expire on December 21, 2018, unless extended by a request for further information or terminated earlier. We continue to expect the Transaction to
close in the first quarter of 2019.
* * *
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. (“Sirius”) and
Pandora Media, Inc. (“Pandora”). In connection with the proposed merger transaction, Sirius filed a registration statement on Form S-4 with the SEC on October 31, 2018, which includes a proxy statement of Pandora and a prospectus of
Sirius and each party will file other documents regarding the proposed transaction with the SEC. Any definitive proxy statement/prospectus 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 Sirius 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 Sirius may be obtained free of charge
from Sirius 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 Sirius upon written request to
Sirius, 1290 Avenue of the Americas, 11
th
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.
Sirius 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 Sirius’ directors and
executive officers is contained in Sirius’ 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, June 30, 2018 and
September 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, June 30, 2018 and September 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 and the proxy
statement/prospectus when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.