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This is the ideal climate for big business and it seems that another media company is looking to seize this opportunity. SiriusXM announced Monday morning its intention to acquire Pandora in a deal worth $ 3.5 billion. Pandora shares rose by more than 8% during the pre-session negotiation. SiriusXM said the deal would create the world's largest audio entertainment company and the two brands would continue to operate independently.
"We have long respected Pandora and his team for their popular mainstream offering that has drawn massive audiences and has been impressed by Pandora's strategic progress and its stronger execution," said Jim Meyer, CEO of Sirius XM. "We believe there are significant opportunities to create value for the shareholders of both companies by combining our complementary businesses. The addition of Pandora diversifies SiriusXM's revenue streams through the largest advertising audio offering in the United States, broadens our technical capabilities, and represents an exciting new step in our efforts to expand our reach. Through targeted investments, we see significant opportunities to stimulate innovation, which will accelerate growth beyond what would be available to distinct companies, while benefiting consumers, artists and content communities more. wide. Together we will offer even more radio content to our passionate and loyal listeners and attract new listeners to our two platforms. "
Roger Lynch, CEO of Pandora, added, "We have made tremendous progress in our digital audio efforts. With SiriusXM, we are even better positioned to take advantage of the tremendous opportunities we see in the audio entertainment business, including growing our advertising business and increasing our subscription offerings. SiriusXM's powerful combination of content, car position and premium subscription products, as well as the largest audio streaming service in the US, will create the world's largest audio entertainment company. This transaction will bring significant value to our shareholders and allow them to participate in the increase, given the strong brand image, financial resources and performance of SiriusXM. "
SiriusXM has provided the following transaction details in a press release:
In accordance with the agreement, the owners of the outstanding shares of Pandora that SiriusXM does not currently hold will receive a fixed exchange ratio of 1.44 SiriusXM shares newly issued for each share they hold. Based on the 30-day volume weighted average price of $ 7.04 per SiriusXM common share, the implied price of Pandora common shares is $ 10.14 per share, representing a premium of 13.8% per annum. volume-weighted average price over 30 days. The transaction should be tax free for Pandora shareholders. SiriusXM currently holds convertible preferred shares in Pandora, representing a participation of approximately 15% on a conversion basis.
The merger agreement provides for a "go-shop" clause under which Pandora and its board of directors may solicit, receive, evaluate and potentially actively negotiate with parties proposing alternative proposals after the date of the meeting. Execution of the final agreement. There can be no assurance that this process will result in a superior proposal. Pandora does not intend to disclose developments regarding this process unless its board has made a decision on any potential superior proposal.
The SiriusXM Board of Directors and the Pandora Board of Directors unanimously approved the acquisition, which is expected to be finalized in the first quarter of next year.
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