NEW YORK, Dec. 24, 2018 /PRNewswire/ -- Sirius XM
Holdings Inc. (NASDAQ: SIRI) today announced that a definitive
proxy statement/prospectus has been filed with the Securities and
Exchange Commission in connection with SiriusXM's pending merger
with Pandora Media, Inc. (NYSE: P).
Pandora's special meeting of stockholders to vote on the
transaction is scheduled to be held on January 29, 2019. Stockholders of record as
of the close of business on November 30,
2018 will be entitled to vote at the special meeting in
person or by proxy. No vote of Sirius XM stockholders is
required in connection with the merger.
The transaction has been unanimously approved by both the board
of directors of SiriusXM and the independent directors of
Pandora. The Pandora board of directors recommends that the
Pandora stockholders vote "FOR" the merger agreement and
"FOR" each of the other proposals described in the proxy
statement/prospectus.
As previously announced, on September 23,
2018, SiriusXM and Pandora entered into an agreement and
plan of merger and reorganization, pursuant to which SiriusXM will
acquire Pandora and, at the closing of the acquisition, each holder
of Pandora common stock will be entitled to receive
1.44 shares of SiriusXM common stock for each share of Pandora
common stock issued and outstanding immediately prior to the
closing. Upon closing of the transaction, SiriusXM will
acquire all of the outstanding shares of Pandora common stock.
The combination of SiriusXM and Pandora creates the world's
largest audio entertainment company, with more than $7 billion in expected pro-forma revenue in 2018
and strong, long-term growth opportunities. The strategic
transaction builds on SiriusXM's position as the leader in
subscription radio and a critically-acclaimed curator of exclusive
audio programming with the addition of the largest U.S. audio
streaming platform. Pandora's powerful music platform will
enable SiriusXM to significantly expand its presence beyond
vehicles into the home and other mobile areas. Following the
completion of the transaction, there will be no immediate change in
listener offerings.
SiriusXM and Pandora also announced that the termination
of the waiting period required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 occurred on December 21, 2018.
SiriusXM and Pandora continue to expect that the transaction
will close in early 2019, subject to approval by Pandora
stockholders and the satisfaction of other customary closing
conditions.
About SiriusXM
Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest
radio company measured by revenue and has approximately 33.7
million subscribers. SiriusXM creates and offers commercial-free
music; premier sports talk and live events; comedy; news; exclusive
talk and entertainment, and a wide-range of Latin music, sports and
talk programming. SiriusXM is available in vehicles from every
major car company and on smartphones and other connected devices as
well as online at siriusxm.com. SiriusXM radios
and accessories are available from retailers nationwide and online
at SiriusXM. SiriusXM also provides premium traffic, weather, data
and information services for subscribers through SiriusXM Traffic™,
SiriusXM Travel Link, NavTraffic®, NavWeather™. SiriusXM delivers
weather, data and information services to aircraft and boats
through SiriusXM Aviation™ and SiriusXM Marine™. In addition,
SiriusXM Music for Business provides commercial-free music to a
variety of businesses. SiriusXM holds a minority interest in
SiriusXM Canada which has approximately 2.7 million subscribers.
SiriusXM is also a leading provider of connected vehicles services,
giving customers access to a suite of safety, security, and
convenience services including automatic crash notification, stolen
vehicle recovery assistance, enhanced roadside assistance and
turn-by-turn navigation.
To download SiriusXM logos and artwork, visit
http://www.siriusxm.com/LogosAndPhotos.
Contact for SiriusXM:
Investors:
Hooper Stevens
212-901-6718
hooper.stevens@siriusxm.com
Media:
Patrick Reilly
212-901-6646
patrick.reilly@siriusxm.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. ("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. The Form S-4, as
amended, was declared effective by the SEC on December 20, 2018 and the definitive proxy
statement/prospectus was first mailed to Pandora stockholders of
Pandora on or about December 20,
2018. 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, 11th Floor, New York, New York 10104, Attn: Investor
Relations, or by calling (212) 584-5100, or from Pandora upon
written request to Pandora, 2101 Webster Street, Suite 1650,
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.
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 Sirius' 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; 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;
Sirius' or Pandora's substantial competition, which is likely to
increase over time; Sirius' or Pandora's ability to retain
subscribers or increase the number of subscribers is uncertain;
Sirius' or Pandora's ability to profitably attract and retain
subscribers; failing to protect the security of the personal
information about Sirius' or Pandora's customers; interference to
Sirius' or Pandora's service from wireless operations; Sirius and
Pandora engage in substantial marketing efforts and the continued
effectiveness of those efforts are an important part of Sirius' and
Pandora's business; consumer protection laws and their enforcement;
Sirius' 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; Sirius' dependence upon the auto
industry; general economic conditions; existing or future
government laws and regulations could harm Sirius' or Pandora's
business; failure of Sirius' satellites would significantly damage
its business; the interruption or failure of Sirius' or Pandora's
information technology and communications systems; rapid
technological and industry changes; failure of third parties to
perform; Sirius' failure to comply with FCC requirements;
modifications to Sirius' or Pandora's business plan; Sirius' or
Pandora's indebtedness; Sirius' studios, terrestrial repeater
networks, satellite uplink facilities or Sirius' or Pandora's other
ground facilities could be damaged by natural catastrophes or
terrorist activities; Sirius' 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 Sirius' common stock; Sirius is a "controlled company"
within the meaning of the NASDAQ listing rules; impairment of
Sirius' or Pandora's business by third-party intellectual property
rights; changes to Sirius' 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 Sirius 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.
Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect
actual results.
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SOURCE Sirius XM Holdings Inc.