Pandora Media, Inc. (NYSE: P) Investor Lawsuit Over Alleged Wrongdoing In Acquisition Filed

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Company Name(s): 
Pandora Media
Case Name: 
Pandora Media Deal Case
Case Status: 
Lawsuit Filed
Affected Securities
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition

An investor, who currently holds shares of Pandora Media, Inc. (NYSE: P), filed a lawsuit against the takeover of Pandora Media, Inc. by Sirius XM Holdings Inc.

The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE: P stockholders by agreeing to sell Pandora Media, Inc. cheaply via an unfair process.

On September 24, 2018, Sirius XM Holdings Inc. (NASDAQ: SIRI) and Pandora Media, Inc. (NYSE: P) announced an agreement under which SiriusXM will acquire Pandora in an all-stock transaction valued at approximately $3.5 billion. 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,

However, plaintiff claims that the proposed consideration NYSE: P shareholders will receive is grossly inadequate and undervalues Pandora Media, Inc. Indeed, at least one analyst has set the high target price for NYSE: P shares at $13.00 per share. Pandora Media, Inc. reported that its annual Total Revenue rose from over $138 billion in 2016 to over $1.46 billion in 2017. In addition, the plaintiff alleges that the process is also unfair NYSE: P stockholders. The plaintiff alleges that the merger agreement contains preclusive deal protection devices, such as a $105 million termination fee provision and a no solicitation provision, that deter other bidders from making a superior offer for Pandora Media and ensure a takeover by Sirius XM Holdings Inc.