As previously disclosed, on September 23, 2018,
we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Pandora Media, Inc.
(“Pandora”) and White Oaks Acquisition Corp., our wholly owned subsidiary, pursuant to which we will acquire Pandora
(the “Transaction”). The consummation of the Transaction is subject to, among other things, the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the receipt of
approvals under the competition laws of Germany and Austria. As of November 16, 2018, the parties had received the requisite approvals
under the competition laws of Germany and Austria.
In connection with the Transaction, on October
18, 2018, Pandora and our ultimate parent entity each filed a Notification and Report Form under the HSR Act, with the U.S. Federal
Trade Commission and the U.S. Department of Justice (the “DOJ”) (the “HSR Notification”).
As part of the parties’ continuing cooperation
with the DOJ and in order to provide the DOJ with additional time for review, on November 19, 2018, Pandora and our ultimate parent
entity voluntarily withdrew their respective HSR Notifications and intend to re-file their respective HSR Notifications on November
21, 2018 (the “Refiled Notification”). The waiting period under the HSR Act with respect to the Refiled Notification
would be scheduled to expire on December 21, 2018, unless extended by a request for further information or terminated earlier.
We continue to expect the Transaction to close in the first quarter of 2019.
* * *
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger
transaction involving Sirius XM Holdings Inc. (“Sirius”) and Pandora Media, Inc. (“Pandora”). In connection
with the proposed merger transaction, Sirius filed a registration statement on Form S-4 with the SEC on October 31, 2018, which
includes a proxy statement of Pandora and a prospectus of Sirius and each party will file other documents regarding the proposed
transaction with the SEC. Any definitive proxy statement/prospectus will also be sent to the stockholders of Pandora seeking any
required stockholder approval. This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval.
Before making any voting or investment decision, investors and stockholders
of Pandora are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available,
and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they
will contain important information about the proposed transaction.
The documents filed by Sirius and Pandora with the SEC may
be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by Sirius may be obtained
free of charge from Sirius at www.siriusxm.com, and the documents filed by Pandora may be obtained free of charge from Pandora
at www.Pandora.com. Alternatively, these documents, when available, can be obtained free of charge from Sirius upon written request
to Sirius, 1290 Avenue of the Americas, 11
th
Floor, New York, New York 10104, Attn: Investor Relations, or by calling
(212) 584-5100, or from Pandora upon written request to Pandora, 2100 Franklin Street, Suite 700, Oakland, California 94612 Attn:
Investor Relations or by calling (510) 451-4100.
Sirius and Pandora and certain of their respective directors and
executive officers may be deemed to be
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participants in the solicitation of proxies from the stockholders of Pandora in favor of
the approval of the merger. Information regarding Sirius’ directors and executive officers is contained in Sirius’
Annual Report on Form 10-K for the year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2018, June 30, 2018 and September 30, 2018 and its Proxy Statement on Schedule 14A, dated April 23, 2018, which are filed
with the SEC. Information regarding Pandora’s directors and executive officers is contained in Pandora’s Annual Report
on Form 10-K for the year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31,
2018, June 30, 2018 and September 30, 2018 and its Proxy Statement on Schedule 14A, dated April 10, 2018, which are filed with
the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants
in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus when they become available.
Free copies of these documents may be obtained as described in the preceding paragraph.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations,
products and services; and other statements identified by words such as “will likely result,” “are expected to,”
“will continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements
are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
In addition to factors previously disclosed in Sirius’ and
Pandora’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others,
could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed
in the forward-looking statements: ability to meet the closing conditions to the merger, including the approval of Pandora’s
stockholders on the expected terms and schedule and the risk that regulatory approvals required for the merger are not obtained
or are obtained subject to conditions that are not anticipated; delay in closing the merger; failure to realize the expected benefits
from the proposed transaction; risks related to disruption of management time from ongoing business operations due to the proposed
transaction; Sirius’ or Pandora’s substantial competition, which is likely to increase over time; Sirius’ or
Pandora’s ability to retain subscribers or increase the number of subscribers is uncertain; Sirius’ or Pandora’s
ability to profitably attract and retain subscribers; failing to protect the security of the personal information about Sirius’
or Pandora’s customers; interference to Sirius’ or Pandora’s service from wireless operations; Sirius and Pandora
engage in substantial marketing efforts and the continued effectiveness of those efforts are an important part of Sirius’
and Pandora’s business; consumer protection laws and their enforcement; Sirius’ or Pandora’s failure to realize
benefits of acquisitions or other strategic initiatives; unfavorable outcomes of pending or future litigation; the market for music
rights, which is changing and subject to uncertainties; Sirius’ dependence upon the auto industry; general economic conditions;
existing or future government laws and regulations could harm Sirius’ or Pandora’s business; failure of Sirius’
satellites would significantly damage its business; the interruption or failure of Sirius’ or Pandora’s information
technology and communications systems; rapid technological and industry changes; failure of third parties to perform; Sirius’
failure to comply with FCC requirements; modifications to Sirius’ or Pandora’s business plan; Sirius’ or Pandora’s
indebtedness; Sirius’ studios, terrestrial repeater networks, satellite uplink facilities or Sirius’ or
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Pandora’s
other ground facilities could be damaged by natural catastrophes or terrorist activities; Sirius’ principal stockholder has
significant influence over its affairs and over actions requiring stockholder approval and its interests may differ from interests
of other holders of Sirius’ common stock; Sirius is a “controlled company” within the meaning of the NASDAQ listing
rules; impairment of Sirius’ or Pandora’s business by third-party intellectual property rights; changes to Sirius’
dividend policies which could occur at any time; and risks related to the inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers, acquisitions and divestitures. The information set forth herein
speaks only as of the date hereof, and Sirius and Pandora disclaim any intention or obligation to update any forward looking statements
as a result of developments occurring after the date of this communication.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not reflect actual results.
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