According to the Complaint, Pandora Media, Inc. ("Pandora" or the Company) provides music discovery platform services in the United States and internationally.
On September 24, 2018, Sirius XM Holdings, Inc. ("Sirius") and Pandora issued a press release announcing the Proposed Transaction, under which Pandora will become an indirect wholly-owned subsidiary of Sirius, and Pandora stockholders will receive 1.44 shares of Sirius common stock for each share of Pandora common stock they own, resulting in a merger consideration of approximately $10.14 per share of Pandora common stock based upon the 30-day volume-weighted average price of $7.04 per share of Sirius common stock preceding the entry into the merger agreement. As a result of the Proposed Transaction, Pandora shareholders will own only approximately 8% of Sirius.
On October 31, 2018, Sirius filed a Registration Statement on Form S4 (the “S-4”) with the SEC in support of the Proposed Transaction. The Complaint alleges that Defendants caused to be filed the materially deficient S-4 in an effort to solicit stockholders to vote their Pandora shares in favor of the Proposed Transaction. In particular, the Complaint alleges the S-4 omits and/or misrepresents material information concerning, among other things: (a) the sales process and in particular certain conflicts of interest for management; (b) the financial projections for Pandora, provided by Pandora to the Company’s financial advisors for use in their financial analyses; and (c) the data and inputs underlying the financial valuation analyses that purport to support the fairness opinions provided by the Company’s financial advisors.