Pandora ‘goes shopping’ for another buyer, but sticks with SiriusXM

Pandora has ‘gone shopping’ for another potential buyer under a provision of its $3.5bn agreement with SiriusXM.

It’s sticking with SiriusXM though, and says the deal is expected to close in the first quarter of 2019 as originally announced.

A “go-shop” provision allows a company to look for a better deal following a merger or acquisition offer.

The period usually lasts a couple of months and if the initial offer is beaten by a new bidder, the original bidder can then bid again or concede to the new bidder.

Pandora has announced today (October 24) that its ‘go-shop’ process has now been completed.

“Pandora continues to expect the pending acquisition to close in the first quarter of 2019, subject to customary closing conditions, regulatory review and stockholder approval,” it said in a statement.

“Pandora has concluded its discussions with other parties about an alternative transaction pursuant to the ‘go-shop,’ and the Pandora Board of Directors continues to recommend the SiriusXM acquisition as fair to and in the best interest of Pandora’s stockholders.”

Pandora is now subject to customary ‘no-shop’ provisions, which means that it can’t solicit alternative acquisition proposals, subject to customary ‘fiduciary out’ provisions.

According to SiriusXM’s Q3 financials posted today (October 24), the combination of the two companies will create the world’s largest audio entertainment company, with more than $7 billion ‘in expected pro-forma revenue’ in 2018.

“The Pandora Board of Directors continues to recommend the SiriusXM acquisition as fair.”

Pandora

Speaking at the time of the acquisition announcement, Roger Lynch, Chief Executive Officer of Pandora, said: “We’ve made tremendous progress in our efforts to lead in digital audio.

“Together with SiriusXM, we’re even better positioned to take advantage of the huge opportunities we see in audio entertainment, including growing our advertising business and expanding our subscription offerings.

“The powerful combination of SiriusXM’s content, position in the car, and premium subscription products, along with the biggest audio streaming service in the U.S., will create the world’s largest audio entertainment company.

“This transaction will deliver significant value to our stockholders and will allow them to participate in upside, given SiriusXM’s strong brand, financial resources and track record delivering results.”

 

 Music Business Worldwide

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