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.