Is Something Big Happening At Pandora? Board Nominations Extended As Stock Continues To Struggle

Pandora-new-logo-image-001Pandora stock has been struggling over the last two weeks after its only known suitor, Liberty Media Corporation, poured cold water on takeover rumors and questioned if Pandora was worth its $3 billion market capitalization.


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Pandora stock continued to struggle on Monday, closing at $12.47 down another 2.2%. The overall market was flat for the day.

Last Friday, Pandora made the unusual move of extending its own deadline for Board Of Director nominations at the last minute from March 3rd to next Friday, March 17.

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of Pandora Media, Inc. (the “Company”) has approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”) to provide for an extension of the date by which stockholders must submit nominations of persons for election to the Board of Directors of the Company in connection with the Company’s 2017 annual meeting to the later of (i) the latest date as otherwise determined in accordance with the Bylaws and (ii) March 17, 2017.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

A stock analyst told Hypebot today that extensions of this kind are usually used when a board member resigns unexpectedly or when an possible major event – such as a large investment or sale – would lead to a change in board makeup.

If a sale is in the offing, it would be at a bargain price.  

Late last year, Pandora rejected a $15 per share bid by Liberty owned Sirius XM. With Pandora continuing to lose money and its stock trading more than 20% below the previously offered price, any credible bid by Liberty or a yet unknown suitor could seem attractive to Pandora’s board and investors looking for an exit.

“At the right price? Interesting…” Liberty Media chief Greg Maffei said during an earnings call last month. He may be about to get his wish. 

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