Pandora’s $145 Million Acquisition of AdsWizz


Sidley is advising Pandora (NYSE: P) on its recently announced acquisition of AdsWizz for $145 million in a combination of at least 50 percent cash, with the remaining paid in either cash or stock at Pandora’s discretion.

Pandora (NYSE: P), will acquire AdsWizz, the global leader in digital audio ad technology. The addition of AdsWizz will upgrade Pandora’s ad tech capabilities, provide its advertisers with greater audience reach, and expand the company’s revenue opportunities.

AdsWizz is one of the few ad tech firms that is completely dedicated to digital audio, serving some of the largest players in the industry. With digital audio advertising growing 42% year-over-year, according to the IAB, the combined offering of Pandora and AdsWizz will capitalize on this trend, while making it easier for publishers to monetize their inventory, and for advertisers to buy and measure their campaigns.

Once fully integrated, advertisers will be able to transact through AdsWizz’s global marketplace across Pandora and other leading audio publishers. Pandora will support the growth of AdsWizz’s core business and invest in technology development that serves all constituents.

At the closing of the transaction, AdsWizz will become a subsidiary of Pandora, with Mr. van de Wyer remaining the CEO of AdsWizz. Pandora agreed to pay $145 million in a combination of cash and stock, with a minimum of 50 percent paid in cash and the remainder to be paid, at Pandora’s election, in either cash or stock (with the stock conversion based on the dollar-volume-weighted average trading price for Pandora’s common stock for 10 trading days prior to the closing), subject to certain price adjustments at and after closing. The acquisition does not change the first quarter 2018 guidance or the full year 2018 commentary that was provided on Pandora’s most recent earnings call. This transaction is expected to close in the second quarter of 2018 and is subject to customary closing conditions and regulatory approval.

Pandora Media Inc. provides radio services through the internet. The Company offers radio stations available to stream on computers and mobile phones. The company, led by Gregory B Maffei, Roger J Lynch and Naveen Chopra, in 2017 recorded $1.466 Billion Revenues.

Sidley advised Pandora with Jen Fitchen (Picture), Martin Wellington, Nick DeAngelis and Feifei Bian.

Involved fees earner: Jennifer Fitchen – Sidley Austin LLP; Martin Wellington – Sidley Austin LLP; Nick DeAngelis – Sidley Austin LLP; Feifei Bian – Sidley Austin LLP;

Law Firms: Sidley Austin LLP;

Clients: Pandora Media, Inc.;

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Author: Ambrogio Visconti