SiriusXM/Pandora Merger To Go Forward Pending Approval of Pandora Stockholders Vote

SiriusXM/Pandora Merger To Go Forward Pending Approval of Pandora Stockholders Vote

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NEW YORK – SiriusXM 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.

The transaction has been unanimously approved by both the board of directors of SiriusXM and the independent directors of Pandora.

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 transaction is expected to close in early 2019, subject to approval by Pandora stockholders and the satisfaction of other customary closing conditions.

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.

Once complete, the merger will see SiriusXM and Pandora form the world’s largest audio entertainment company, with more than $7 billion in expected revenue in 2018.

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