Pandora Media (P) shares traded up slightly early Tuesday after Carl Icahn Protégé Keith Meister--long dormant in the activist arena--launched an insurgency campaign urging the web-radio streaming company to hire an investment bank and explore a sale because he believes there is "likely to be significant" strategic interest in it.
"We believe Pandora can become an even more differentiated product and a more valuable business as part of a larger enterprise," Meister said in a letter he sent to Pandora's board May 16.
Corvex Management, the hedge fund Meister founded in 2010, reported owning a 10% stake, which included common shares and derivatives. Meister touted Pandora, noting it has a "great product." However, he also urged Pandora Chairman Jim Feuille not to sign any "business-altering" deals or to spend significant new capital on "non-core growth initiatives." Rather, Meister said he wants Pandora to immediately retain an investment bank with no prior relationship with the company to advise it on a sale process.
A decision by Pandora not to hire an investment bank or launch a strategic review process would likely drive Corvex to escalate its insurgency, which could include a director election proxy contest next year. Meister, managing partner of Corvex, has launched 13 activist campaigns and four proxy fights prior to Pandora as part of his effort to drive change at targeted companies, according to FactSet.
Pandora Media could have a similar experience but likely has nine months to respond before Meister nominates directors. The deadline to nominate a dissident slate of directors for Pandora's 2017 annual meeting, expected in June, is March 3. The deadline to nominate directors for Pandora's 2016 annual meeting, scheduled for June 1, has already passed.
While not providing specific examples, Meister said he believes there is "significant strategic interest in the company" at a substantial premium to its recent trading price of $9.98 a share from multiple buyers including "large internet platform companies, handset makers and integrated communications companies, media conglomerates and other music companies."
Albert Fried & Co. analyst Richard Tullo said that as long as Pandora trades below $14 a share he considers it a takeover candidate. "Pandora has roughly one third of the engaged users as Twitter, and those engaged users are spending far more time on Pandora than Twitter's users spend on Twitter," he said.
Shares of the Internet radio company were up about 7%, or 70 cents, midday Tuesday, to about $10.70 per share.
Tullo suggests that Pandora would be best served by being acquired or setting up an equity investment arrangement with Liberty Media's John Malone. He noted that Liberty Media owns about 40% of Live Nation Entertainment(LYV) - Get Report , which would be a good fit for Pandora. "There would be a connection with music, ticketing and integration into the cloud," Tullo said.
"I think Pandora could be bought by someone, but I don't expect Apple to bail you out," said Cramer, manager of the Action Alerts Plus Portfolio, which owns AAPL. "Apple can destroy them."
In addition, Tullo thought CBS CEO Les Moonves could be interested. Even though the media company is in the process of selling off its radio assets it would "make sense to have some exposure to radio" through Pandora, Tullo said.
Other potential buyers, Tullo noted, include Sony(SNE) - Get Report , and Time Warner (TWX) . "Between CNN and HBOgo, Time Warner have a fairly expensive online footprint and Pandora would provide them with synergies in the cloud," he said. "Whether it's TV, print radio or data, it is not going to get any cheaper to distribute information and if someone is smart they have to develop synergies in the cloud to host it and save a lot of money," he said.
Nevertheless, Tullo said he disagreed with Meister about the potential synergies when it came to large internet platform companies, noting that even though they would pay a good price such a combo wouldn't be a good deal because of conflicts with other platform companies. "If Amazon buys Pandora why would Apple let Pandora compete by getting a good ranking on iTunes?" Tullo asked. "Apple would likely make it harder for Pandora to maintain its standing on iTunes as one of the top ten downloaded apps."
The campaign comes shortly after a management shakeup at Pandora, with one of the company's founders, Tim Westergren, being installed as CEO in March. Westergren's previous roles at the company included a stint as chief strategy officer between 2004 and 2014. The previous CEO, Brian McAndrews, left after a little more than two years in the chief executive position.
Corvex's insurgency campaign comes after Pandora acquired Ticketfly in October for $450 million. Since then, the Oakland, Calif.-based company has expanded to connect music listeners to live events. Barrington Research said May 11 that it expects that acquisition will drive significant revenues for that business through its marketing capabilities through its user base. The internet radio steaming company is in the midst of negotiations with music labels for subscription rights.
In addition to an equity and derivatives stake, Corvex also reported owning debt convertible into shares, specifically, $15 million in Pandora's 1.75% convertible senior notes due 2020, which is convertible into shares at a conversation ratio of 60.9 shares per $1000 in principal amount.