Pandora to Acquire Leading Digital Audio Ad Tech Firm AdsWizz

Pandora (NYSE: P), the largest music streaming service in the U.S., today announced it 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.

"Since I joined Pandora six months ago, I have highlighted ad tech as a key area of investment for us. Today we took an important step to advance that priority and accelerate our product roadmap,” said Roger Lynch, CEO of Pandora. "With our scale in audio advertising and AdsWizz’s tech expertise, we will create the largest digital audio advertising ecosystem, better serving global publishers and advertisers — while improving Pandora’s own monetization capabilities.”

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.

"For the last ten years, our mission at AdsWizz has been to enable the global monetization of digital audio by building innovative advertising technologies for music streaming services, digital broadcasters and podcasters. We believe in providing value to all stakeholders — brands, publishers and listeners — through engaging and well-targeted advertising experiences,” said Alexis van de Wyer, the CEO of AdsWizz. "Now is the time to combine forces with Pandora, one of the leaders and pioneers in digital audio, and accelerate our ability to provide solutions that meet the increasingly sophisticated needs of advertisers and digital audiences.”

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.

ABOUT PANDORA

Pandora is the world’s most powerful music discovery platform – a place where artists find their fans and listeners find music they love. We are driven by a single purpose: unleashing the infinite power of music by connecting artists and fans, whether through earbuds, car speakers, live on stage or anywhere fans want to experience it. Our team of highly trained musicologists analyze hundreds of attributes for each recording which powers our proprietary Music Genome Project®, delivering billions of hours of personalized music tailored to the tastes of each music listener, full of discovery, making artist/fan connections at unprecedented scale. Founded by musicians, Pandora empowers artists with valuable data and tools to help grow their careers and connect with their fans.

www.pandora.com | @pandoramusic | www.pandoraforbrands.com | @PandoraBrands | amp.pandora.com

ABOUT ADSWIZZ

AdsWizz has created the end-to-end technology platform that is powering the digital audio advertising ecosystem. AdsWizz powers well-known music platforms, podcasts and broadcasting groups worldwide with a comprehensive digital audio software suite of solutions that connect audio publishers to the advertising community. From dynamic ad insertion to advanced programmatic platforms to innovative new audio formats, AdsWizz efficiently connects buyers and sellers in digital audio. AdsWizz is headquartered in San Mateo, California, with a presence in 39 countries around the world.

"SAFE HARBOR” STATEMENT

This press release contains forward-looking statements within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the completion of the acquisition of AdsWizz, and the timing of doing so, and the benefits to Pandora from the acquisition of AdsWizz. These forward-looking statements are based on Pandora's current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, the failure or delay in the satisfying of closing conditions to the acquisition, difficulties in integrating the AdsWizz business, and other uncertainties associated with the acquisition of a new business, competitive factors; our ability to manage our growth; and general economic conditions worldwide. Further information on these factors and other risks that may affect the business are included in filings with the Securities and Exchange Commission (SEC) from time to time, including our most recently filed Annual Report on Form 10-K, particularly under the heading "Risk Factors.”

These documents are available online from the SEC or on the SEC Filings section of the Investor Relations section of our website at investor.pandora.com. Information on our website is not part of this release. All forward-looking statements in this press release are based on information currently available to Pandora, which assumes no obligation to update these forward-looking statements in light of new information or future events.

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