SiriusXM Files Definitive Proxy Statement and Prospectus

RADIO ONLINE | Wednesday, December 26, 2018

SiriusXM

SiriusXM Holdings has filed a definitive proxy statement/prospectus with the Securities and Exchange Commission in connection with the company's pending merger with Pandora Media. Pandora's special meeting of stockholders will vote on the deal on January 29. 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 SiriusXM 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 is recommending that 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, SiriusXM and Pandora entered into an agreement and plan of merger and reorganization in 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. Following the transaction, SiriusXM will acquire all of the outstanding shares of Pandora common stock.

SiriusXM and Pandora continue to expect that the transaction will close in early 2019.