Pandora to be acquired by SiriusXM to create audio entertainment giant

Satellite radio company Sirius XM Holdings Inc. (SIRI) has agreed to buy music streaming service Pandora Media Inc. (P) for about $3.5 billion in an all-stock deal. The transaction has been unanimously approved by both the companies’ board of directors. Following the news, shares of Pandora climbed more than 8% in the premarket session, while that of SiriusXM fell over 4%.

Pandora shareholders will get a fixed exchange ratio of 1.44 newly issued SiriusXM shares for each share of Pandora they hold. The transaction is expected to be tax-free to Pandora stockholders. SiriusXM now owns convertible preferred stock in Pandora that represents a stake of about 15% on an as-converted basis. The transaction is expected to close in the first quarter of 2019.

Following the news, shares of Pandora climbed more than 8% in the premarket session, while that of SiriusXM fell over 4%.

The combination will create the largest audio entertainment company. Pandora will benefit from SiriusXM’s scale, industry expertise and financial resources, while SiriusXM will benefit from Pandora’s mobile strength, digital presence, and ad capabilities. Following the completion of the transaction, there will be no immediate change in listener offerings.

For the full-year 2018, SiriusXM reiterated its previously provided guidance. The company still predicts self-pay net subscriber additions of about 1.15 million, revenue over $5.7 billion, adjusted EBITDA of about $2.175 billion, and free cash flow of about $1.5 billion.

Pandora reiterated its third-quarter revenue outlook of $390 million to $405 million and adjusted EBITDA in negative $25 million to negative $10 million.

The combined company is expected to achieve over $7 billion in pro-forma revenue in 2018 and strong, long-term growth opportunities. The combined company will get the benefit of SiriusXM’s base of more than 36 million subscribers across North America, 23 million-plus annual trial listeners and Pandora’s more than 70 million monthly active users.

Shares of SiriusXM ended Friday’s regular session down 0.43% at $6.98 on the Nasdaq, while Pandora stock ended down 3.19% at $9.09 on the NYSE.