Pandora Stockholders Approve Transaction with SiriusXM
2019年1月30日 - 6:05AM
ビジネスワイヤ(英語)
Pandora Media, Inc. (NYSE: P) (“Pandora”) today announced that
at a special meeting held earlier today stockholders of Pandora
approved the acquisition of Pandora by Sirius XM Holdings Inc.
(NASDAQ: SIRI) (“Sirius XM”).
At the special meeting of Pandora stockholders, holders of
approximately 75% of the outstanding voting power of Pandora voting
securities were voted, with approximately 97% of the votes cast in
favor of the transaction.
The transaction is expected to close shortly, subject to
customary closing conditions. Assuming completion of the
transaction, shares of Pandora common stock are expected to be
delisted from trading on the New York Stock Exchange (“NYSE”). As a
result of the transaction, among other things, each share of
Pandora common stock will be converted into 1.44 newly issued
shares of Sirius XM common stock. Sirius XM common stock will
continue to trade under the existing ticker symbol “SIRI” on The
Nasdaq Global Select Market.
As of the transaction close, Roger Lynch, Chief Executive
Officer of Pandora, will be stepping down from his role and exiting
the company. Jim Meyer, Chief Executive Officer of Sirius XM, will
lead Pandora and Sirius XM as a combined company. Steve Bene,
General Counsel of Pandora; Naveen Chopra, Chief Financial Officer
of Pandora; and Kristen Robinson, Chief Human Resources Officer of
Pandora, also will be exiting the company following the transaction
closing.
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.
Pandora’s 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
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 Pandora’s and
Sirius XM’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 transaction; delay in closing
the transaction; 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 XM’s or Pandora’s substantial competition,
which is likely to increase over time; Sirius XM’s or Pandora’s
ability to retain subscribers or increase the number of subscribers
is uncertain; Sirius XM’s or Pandora’s ability to profitably
attract and retain subscribers; failing to protect the security of
the personal information about Sirius XM’s or Pandora’s customers;
interference to Sirius XM’s or Pandora’s service from wireless
operations; Sirius XM and Pandora engage in substantial marketing
efforts and the continued effectiveness of those efforts are an
important part of Sirius XM’s and Pandora’s business; consumer
protection laws and their enforcement; Sirius XM’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; Sirius XM’s dependence upon the auto industry;
general economic conditions; existing or future government laws and
regulations could harm Sirius XM’s or Pandora’s business; failure
of Sirius XM’s satellites would significantly damage its business;
the interruption or failure of Sirius XM’s or Pandora’s information
technology and communications systems; rapid technological and
industry changes; failure of third parties to perform; Sirius XM’s
failure to comply with FCC requirements; modifications to Sirius
XM’s or Pandora’s business plan; Sirius XM’s or Pandora’s
indebtedness; Sirius XM’s studios, terrestrial repeater networks,
satellite uplink facilities or Sirius XM’s or Pandora’s other
ground facilities could be damaged by natural catastrophes or
terrorist activities; Sirius XM’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; Sirius XM is a
“controlled company” within the meaning of the NASDAQ listing
rules; impairment of Sirius XM’s or Pandora’s business by
third-party intellectual property rights; changes to Sirius XM’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 Sirius XM 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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version on businesswire.com: https://www.businesswire.com/news/home/20190129005891/en/
Investors:Derrick Nueman510-842-6960investor@pandora.com
Media:John Franklin646-706-1691john@sintercompany.com
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