Pandora Stock Price Action Clouds Merger Dreams

Pandora Media Inc. (NYSE: P) is facing a hard week ahead of a deadline this week. After reporting weak earnings in May, the only issue which kept the stock from cratering was a $150 million investment by KKR. It was actually a provision within this investment which drove much off Wall Street to believe that Pandora would become the target of an acquisition sooner rather than later.

Pandora shares had fallen about 9.5% to a new 52-week low of $9.41 after earnings in May, closing the prior day at $10.40 ahead of earnings. That was versus a 52-week high of $14.98. Investors should take note that the move down in May also happened on more than 6-times normal trading volume after that earnings reaction. With Pandora signaling that a sale of the company could be completed soon, it has to be puzzling for investors who have watched shares this week.

The first consideration here is that anything is possible in M&A. After all, a $2 billion market cap does not seem too large on the surface for any major media player or investment group. But with Pandora shares down over 5% on Wednesday, June 7, a day after falling 7.7%, speculative investors hoping for a buyout have to be wondering just how promising these buyout hopes are. Pandora shares even hit a 52-week low on Wednesday.

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The Liberty Media and Sirius amalgamation had previously been considered the interested party for Pandora, but the big issue was that Greg Maffei had previously gone on record about Pandora being overvalued at that time — and that was at even higher Pandora share prices.

Some investors might suspect that a lower share price might make Pandora that much more likely to be acquired, but things do not always work that way in M&A. Even if this lower share price makes Pandora seem more attractive to a buyer, and even if that buyer is Liberty-Sirius, the problem for Pandora’s management is that they might not be able to sell the merger to its shareholders. After all, institutions dominate the Pandora shareholder roster and most likely have far higher buy-in prices. An at-the-money buyout price today would imply that every recent shareholder to buy Pandora stock would lose money. That’s a hard sell for management, even if the company were to admit that they do not have a clear strategy to great profits and growth.

The New York Post reported earlier this week that perhaps Verizon was interested in investing in Pandora, but that was if the Liberty-Sirius deal doesn’t materialize. Verizon can write as large of a check as it wants, but with absorbing AOL and soon to be absorbing Yahoo it might make more sense to have an investment rather than full ownership.

This Thursday is supposed to be the first day that Pandora could actually close on the KKR investment. If that occurs, then the merger hope may soon fade. And if the merger hope does not fade, the expected price of that merger might become far lower.

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Pandora shares were last seen trading down 6.5% at $8.18 late on Wednesday right before the closing bell. That is down about 37% so far in 2017 while the Dow, S&P indexes, and the Nasdaq have all surged to new highs.

When stocks are weak in a strong market, it often makes investors scratch their heads and have serious doubts. Even if a deal to acquire Pandora does come, how strong of a premium is the market signaling that investors should expect if the stock is at a 52-week low while the markets are within 1% of all-time highs?

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