Andrews & Springer LLC filed a stockholder class action against the directors of Pandora Media, Inc. (“Pandora") in connection with its merger with SiriusXM Holdings, Inc. ("SiriusXM")(the "Merger"). The case was filed in the Delaware Court of Chancery.
The complaint alleges that Pandora's Board of Directors breached their fiduciary duties by, among other things (i) agreeing to the terms of the Merger, which resulted in an unfair price for the Company’s public stockholders; (ii) retaining LionTree as a financial advisor notwithstanding LionTree’s deep ties to Sirius’s controller and otherwise failing to cabin LionTree’s conflicts; (iii) failing to enforce the protections afforded to Pandora’s stockholders under the Pandora-SiriusXM Stockholders Agreement, which precluded arms’-length negotiations concerning the Merger; (iv) accepting the $10.14 implied per share Merger consideration without subjecting the consideration to a “collar”; (v) failing to provide Pandora’s stockholders with all material facts when seeking their approval of the Merger based on the materially misleading and incomplete Proxy; and (vi) violating Section 203 of the Delaware General Corporation Laws ("DGCL").