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SiriusXM To Acquire Pandora In Approx. $3.5 Bln All-stock Deal - Quick Facts

Sirius XM Holdings Inc. (SIRI) and Pandora Media, Inc. (P) announced a definitive agreement under which SiriusXM will acquire Pandora in an all-stock transaction valued at approximately $3.5 billion. The owners of the outstanding shares in Pandora that SiriusXM does not currently own will receive a fixed exchange ratio of 1.44 newly issued SiriusXM shares for each share of Pandora they hold. The implied price of Pandora common stock is $10.14 per share. SiriusXM currently owns convertible preferred stock in Pandora that represents a stake of approximately 15% on an as-converted basis.

The merger agreement provides for a "go-shop" provision under which Pandora and its Board may actively solicit, receive, evaluate and potentially enter negotiations with parties that offer alternative proposals.

SiriusXM reiterated its full-year 2018 guidance provided on July 25, 2018, with self-pay net subscriber additions of approximately 1.15 million; revenue over $5.7 billion; adjusted EBITDA of approximately $2.175 billion, and free cash flow of approximately $1.5 billion. Also, Pandora reiterated its third quarter guidance provided on July 31, 2018.

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