Filed by Sirius XM Holdings Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Pandora Media, Inc.
SEC File No.: 001-35198
Date: September 25, 2018
This filing includes an infographic that will be posted on the SiriusXM website.
TO BENEFIT FROM SIRIUSXMS SCALE, INDUSTRY EXPERTISE, AND FINANCIAL RESOURCES SiriusXM to Acquire Pandora Creating Worlds Largest Audio Entertainment Company SiriusXM to Acquire Pandora in All-Stock Transaction Valuing Pandora at $3.5 Billion Both SiriusXM and Pandora Brands, Products, and Services to Continue 36M+ 23M+ 70M+ ~24 SUBSCRIBERS ACROSS ANNUAL TRIAL MONTHLY ACTIVE USERS AVERAGE LISTENING NORTH AMERICA LISTENERS HOURS PER MONTH DRIVING LONG-TERM VALUE Capitalizing on cross-promotion opportunities across the largest digital audio audience in the U.S. Leveraging SiriusXMs exclusive content and programming with Pandoras ad-supported and subscription tiers to create unique audio packages Utilizing SiriusXMs extensive automotive relationships to drive Pandoras in-car distribution Continuing investments in content, technology, innovation and expanded monetization opportunities through both ad-supported and subscription services in and out of the vehicle Supporting and strengthening Pandoras highly relevant brand Creating a promotional platform for emerging and established artists, curated and personalized in ways to deliver the most compelling audio experience that connects artists to listeners PRO-FORMA 2018 COMBINED REVENUE $7+ Billion TRANSACTION VALUE $3.5 Billion Owners of Pandora to receive fixed exchange ratio of 1.44 newly issued SiriusXM shares for each share of Pandora they hold Based on 30-day VWAP of $7.04 per share of SiriusXM common stock, implied price of Pandora common stock is $10.14 per share, representing premium of 13.8% over 30-day VWAP LEADERSHIP Combined company to continue to be led by Jim Meyer, SiriusXM CEO EXPECTED CLOSING Q1 2019, subject to Pandora stockholder approval, HSR clearance and certain competition laws of foreign jurisdictions and other customary closing conditions TO BENEFIT FROM PANDORAS MOBILE STRENGTH, DIGITAL PRESENCE, AND AD CAPABILITIES
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). Sirius intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Pandora and a prospectus of Sirius and each party will file other documents regarding the proposed transaction with the SEC. Any definitive proxy statement(s)/prospectus(es) will also be sent to the stockholders of Pandora seeking any required stockholder approval. 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 SECs 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 and June 30, 2018 and its Proxy Statement on Schedule 14A, dated April 23, 2018, which are filed with the SEC. Information regarding Pandoras directors and executive officers is contained in Pandoras 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 and June 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(s) and the proxy statement(s)/prospectus(es) 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 Pandoras 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 Pandoras stockholders on the expected terms and schedule and the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; 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 Pandoras substantial competition, which is likely to increase over time; Sirius or Pandoras ability to retain subscribers or increase the number of subscribers is uncertain; Sirius or Pandoras ability to profitably attract and retain subscribers; failing to protect the security of the personal information about Sirius or Pandoras customers; interference to Sirius or Pandoras 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 Pandoras business; consumer protection laws and their enforcement; Sirius or Pandoras 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 Pandoras business; failure of Sirius satellites would significantly damage its business; the interruption or failure of Sirius or Pandoras 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 Pandoras business plan; Sirius or Pandoras indebtedness; Sirius studios, terrestrial repeater networks, satellite uplink facilities or Sirius or Pandoras 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 Pandoras 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.