Pandora Media (fka P)

[realfast95]

Additional Proxy Soliciting Materials (definitive) (defa14a)

be careful what you wish for. Since they went back to November to get their votes, it may appear they are having problems getting their quorum

[TradingCharts]

I'll be voting no.

[realfast95]

proxy confirmed with pandora filing

[realfast95]

Proxy vote date established, as seen under $SIRI. I'm not sure why it's not under $P. So maybe it's not final.

Here it is

PROPOSED TRANSACTION—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Pandora Media, Inc.:

You are cordially invited to attend a special meeting of the stockholders of Pandora Media, Inc., which we will hold on January 29, 2019 at 9:00 a.m., local time, at Cathedral of Christ the Light Event Center, Conference Room AB, 2121 Harrison St., Oakland, CA 94612.

As previously announced, on September 23, 2018, Pandora Media, Inc. entered into an agreement and plan of merger and reorganization with Sirius XM Holdings Inc., pursuant to which Sirius XM 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 Sirius XM common stock for each share of Pandora common stock issued and outstanding immediately prior to the closing. If the transaction is completed, Sirius XM will acquire all of the outstanding shares of Pandora common stock.

Pandora will be holding a special meeting of the Pandora stockholders for the purpose of voting on certain matters in connection with the transaction. No vote of Sirius XM stockholders is required in connection with the transaction, nor is any such vote being sought.

The market value of Sirius XM common stock being issued as merger consideration will depend on the market price of Sirius XM common stock on the closing date. Based on the closing price of Sirius XM common stock on September 21, 2018, the last trading day before the public announcement of the execution of the merger agreement, the value of the per share consideration payable to holders of Pandora common stock would be $10.05. Based on the closing price of Sirius XM common stock on December 17, 2018, the last practicable date before the filing of the proxy statement/prospectus accompanying this notice, the value of the per share consideration payable to holders of Pandora common stock would be $8.81.

The Pandora stockholders should obtain current market price quotations for shares of Pandora common stock and shares of Sirius XM common stock. Shares of Pandora common stock are listed on The New York Stock Exchange under the symbol “P” and shares of Sirius XM common stock are (and those shares to be issued as merger consideration will be) listed on the NASDAQ Global Select Market under the symbol “SIRI”. We expect that upon completion of the transactions contemplated by the merger agreement, former Pandora stockholders will own approximately 8.2% of the outstanding Sirius XM common stock (based on the number of shares of Pandora common stock outstanding as of the close of business on November 30, 2018, which is the record date for the Pandora special meeting, and the number of shares of Sirius XM common stock outstanding as of such date).

The Pandora board of directors has determined that the merger agreement and the transactions contemplated thereby are fair to, and in the best interests of, Pandora and its stockholders, has approved and declared advisable the merger agreement and the transactions contemplated thereby and recommends that the Pandora stockholders vote “ FOR ” the merger agreement proposal and “ FOR ” each of the other proposals described in the accompanying proxy statement/prospectus.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the Pandora special meeting, please vote as soon as possible to make sure that your shares are represented. Submitting a proxy now will not prevent you from being able to vote in person at the Pandora special meeting.

The obligations of Pandora and Sirius XM to complete the merger are subject to the satisfaction or waiver of the conditions set forth in the merger agreement, a copy of which is included as part of the accompanying proxy statement/prospectus. The proxy statement/prospectus provides you with detailed information about the merger agreement and the proposed transactions. It also contains or references information about Pandora and Sirius XM and certain related matters. You are encouraged to read the proxy statement/prospectus carefully and in its entirety. In particular, you should carefully read the section entitled “Risk Factors” beginning on page 19 of the proxy statement/prospectus for a discussion of risks you should consider in evaluating the proposed transactions and how they will affect you . You can also obtain information about Pandora and Sirius XM from documents that have been filed with the Securities and Exchange Commission that are incorporated in this proxy statement/prospectus by reference.

Thank you for your cooperation and we look forward to the successful completion of the transactions.

[realfast95]

So the plan was to pump $SIRI to 6.95-7 before the $P proxy vote.
This effort was tried last week, but ran into the market sell-off buzz saw. The FED was the second chance and that failed too.

The last straw is to hope the market got the FED wrong and we get an end of year rally. The rally is based on institutions not being fully invested.

Get to 6.40 then release the hounds. That being what ever the deal with Amazon is about. Assuming it's still on the table.
Alexa in a car?

If this doesn't work, then SIRI will either have to kick more shares in. Or find an excuse to delay the merger until Q3.
All in my opinion. However Malone isn't getting any younger.

After the merger is voted on by $P and passed. Then the game is over.
You want to short everything especially SIRI.

[Dhubbard5]

Yes, my point exactly.

[bigbearIII]

Payperview, how are we getting screwed? They state publicly the payout is 114% meaning they pay out more than they earn and have as long as I can remember (Someone correct me if I am wrong). Your betting (as a long) at some point that will correct itself. Where do you think management gets the money to buy back in and IMHO of course thats to cover the float. The glowing reviews are just that and purely analysts opinions they'll cover the short fall in the long term but they need a break, stock to go up in price or revenue in excess of costs to cover IMHO and that hasn't happened to date. What was it einstein said about insanity????????

[realfast95]

beat on earnings and revenue.

no earnings call due to the merger.

SIRI and P up after hours


SIRI will go to at least 6.5 so they don't have to issue more shares
to Pandora than what has already been offered

[Mustang66]

Huh???? Snowflake much? Triggered much? Talk about weird.

[payperview]

You get real. And even if what you say were true (which is not), SIRI made a deal and that was it. SIRI is not entitled to come back later and try to "steal" the company for its rightful owners. The deal that was made doesn't mean that the new CEO and board can set aside their fiduciary responsibilities to the Pandora stockholders for the benefit of SIRI. You got a weird sense of entitlement.

[TradingCharts]

Pandora to handle U.S. advertising for SoundCloud.

https://finance.yahoo.com/news/online-radio-firm-pandora-handle-125836033.html

[willlbone]

Great news.

[Mustang66]

Really???? Short memory. Pandora was tanking to 4 bucks and change and headed for bankruptcy until SIRI cam in with a 480 million dollar investment in the company. After that, with the much needed cash Pandora double in share price. SIRI saved Pandora. Get real.

[TradingCharts]

Agreed, SIRI offered much more before they got involved with P.
I am conflicted because I own much more SIRI shares than P.
But I do believe P will get a better offer from SIRI. So I am holding long on both.

[payperview]

We are getting screwed.

[TradingCharts]

Are Shareholders Getting a Fair Deal?

The investigation concerns whether the Pandora board failed to satisfy its duties to the Company shareholders, including whether the board adequately pursued alternatives to the acquisition and whether the board obtained the best price possible for Pandora shares of common stock. Nationally recognized Johnson Fistel is investigating whether the proposed deal represents adequate consideration, especially given one Wall Street analyst has a $13.00 price target on the stock. Additionally, Pandora has over $420 million in cash.

https://ih.advfn.com/p.php?pid=nmona&article=78316336

My opinion it should be over $13 a share.

[TradingCharts]

Transaction Details

Pursuant to the agreement, 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. Based on the 30-day volume-weighted average price of $7.04 per share of SiriusXM common stock, the implied price of Pandora common stock is $10.14 per share, representing a premium of 13.8% over a 30-day volume-weighted average price. The transaction is expected to be tax-free to Pandora stockholders. 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 of Directors may actively solicit, receive, evaluate and potentially enter negotiations with parties that offer alternative proposals following the execution date of the definitive agreement. There can be no assurance this process will result in a superior proposal. Pandora does not intend to disclose developments about this process unless and until its Board of Directors has made a decision with respect to any potential superior proposal.

[TradingCharts]

For me this sucks. I own much more of SIRI than P and siri is going down as P goes up. Thinking of selling my siri as soon as I do it will go back up.

[chrispy2468]

Sirius XM Is Buying Pandora

[Mustang66]

I didn't, at least as a direct strategy. I have SIRI, therefore whatever prospers Pandora, prospers SIRI, because of its recent 20% stake and BOD inclusions. Would not be surprised if SIRI, or for that matter Liberty, owns all of Pandora one day. I love all these synergies with these big time smart players, Malone in particular.

[GoldenBoy25]

If Soros is investing it must show some promise.
Follow the money, right.

[GoldenBoy25]

Just don't make the same mistake twice. They will show growth as more and more people use it. I use Pandora all the time myself.
Streaming music is the future of music and as Pandora makes changes I think they will grow.....IMO only.

[Mustang66]

I was going to buy a while back in the 4 dollar range, right before SIRI rode in. Dummy me!!
GL everyone. I like this stock a lot but getting a little too rich for me now.

[GoldenBoy25]

Huge buy at Noon time. Wow

[GoldenBoy25]

I wish I could buy more right now. It is going to start climbing as summer ends. I am hopeful to see 11 by the end of year. That would be a good climb.
I may look at more calls for end of year.....Anyone have anything to share?

[GoldenBoy25]

Pandora just keeps adding and will be up in the next two quarters as more and more music is being streamed. Even in the car I use Pandora.
IMO this will double over the next couple years.
Long term hold here I think.
Good Luck to anyone else who feels the same way.

[GoldenBoy25]

I am so surprised that this has not gone up further. I think this will be way higher as we approach end of year. Next earnings will show more promise IMO.

[RandolRocketman]

Pandora Media's Strong Financials Means Upgrade at Barrington as Company Successfully Monetizes Ads
BY MT Newswires
— 12:56 PM ET 08/06/2018

MT NEWSWIRES – 12:56 PM ET 08/06/2018
Barrington upgraded its rating to outperform and put an $11 price target on the company.

[GoldenBoy25]

It looks like Pandora is ready to explode. I have been loading up for the month of June. We may see a high of 10 IMO by years end...
Not to be taken as advice for anyone else....

[mr_sano]

Street likes the adwhiz acquisition

[$$$MADE]

,,,,,,,Why the spike??

[mr_sano]

No doubt p has not preformed but I think the street likes the acquisition. Time will tell. They do burn cash at an alarming rate.

[$$$MADE]

,,,,,,,Can you say the word "SUCKER" today.

[mr_sano]

I think the acquisition helped!

“Announced acquisition of AdsWizz, creating the largest digital audio advertising ecosystem globally”

[Stock Guy777]

Boom AH!

[kkdman]

Getting ready to run!

[Slinging it]

What a great pop of the 50 day !!!!! Wants more

[Slinging it]

What a great pop of the 50 day !!!!! Wants more

[growtheport]

Haven't seen the transcript yet but the market reaction is positive.

More importantly, it seems P has found a bottom just below $5.

Long P, in at $4.85

[Leezee Life Strategies]

Stop... $AAPL runs streaming now and they arent even looking to male a profit in it anymore.

[INTL]

Settling down after the ER. Expecting strong guidance. Good entry point.

[$treet $inatra]

Pandora up 10% aftermarket

[growtheport]

Not really. TREFIS has it at $5.95.

[Narcissistic Nostalgia]

Needs to be trading under 4.00 for fair valuation considering the diminishing amount of subscribers yoy.

[growtheport]

Guess not. Not surprised.

[Osterby]

Stealing from users and share holders was their last and worst attempt at staying afloat

[Osterby]

The Pandora corporation are a bunch of thieves

[Osterby]

3.00 coming and lower, new management only made things worse

[Osterby]

Short the f out of Pandora this thing tanking hard

[GoliathVette]

Swift kick to the junk