Pandora Announces Proposed Follow-On Offering

Pandora (NYSE: P), the leading internet radio service, today announced that it plans to commence, subject to market and other conditions, an underwritten public offering of 10,000,000 shares of its common stock pursuant to an effective registration statement. An additional 4,000,000 shares will be offered by the selling stockholder. In addition, Pandora intends to grant the underwriters a 30-day option to purchase up to an additional 2,100,000 shares to cover over-allotments, if any.

Pandora intends to use the net proceeds of this offering for general corporate purposes, including working capital and capital expenditures. In addition, Pandora may use a portion of the net proceeds for potential acquisitions of businesses, products or technologies, although Pandora has no current agreements or understandings with respect to any such transactions. Pandora will not receive any proceeds from the sale of shares by the selling stockholder.

The bookrunning managers of the proposed offering will be J.P. Morgan and Morgan Stanley. Wells Fargo Securities, BofA Merrill Lynch, BMO Capital Markets, Canaccord Genuity, Needham & Company, Pacific Crest Securities, Piper Jaffray and William Blair will act as co-managers.

The offering of these securities will be made only by means of a registration statement (including a preliminary prospectus for the offering) filed with the U.S. Securities and Exchange Commission (“SEC”) on September 16, 2013. Copies of the preliminary prospectus may be obtained from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (866) 803-9204; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, or by email at prospectus@morganstanley.com, or by telephone at (866) 718-1649.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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