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Pandora ® Prices Initial Public Offering

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Pandora Media, Inc. (NYSE: P), the leader in internet radio in the United States, today announced the pricing of its initial public offering of approximately 14.7 million shares of common stock at a price to the public of $16.00 per share. A total of approximately 6.0 million shares are being offered by Pandora, and a total of approximately 8.7 million shares are being offered by selling stockholders. In addition, Pandora has granted the underwriters a 30-day option to purchase up to approximately an additional 2.2 million shares to cover over-allotments, if any.  Pandora will not receive any proceeds from the sale of shares by the selling stockholders.

(Logo:  http://photos.prnewswire.com/prnh/20110615/SF20192LOGO)

The bookrunning managers of the offering are Morgan Stanley Co. LLC and J.P. Morgan Securities LLC. Co-lead manager of the offering is Citigroup Global Markets, Inc. and co-managers are William Blair and Company, L.L.C., Stifel Nicolaus Weisel and Securities, LLC.  Pandora common stock will trade on the New under the symbol “P.”

The offering of these securities will be made only by means of a prospectus, copies of which may be obtained from the offices of Morgan Stanley Co. , Attention: Prospectus Department, 180 , 2nd Floor, New York, New York 10014, or by email at [email protected], or by telephone at (866) 718-1649; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (866) 803-9204.

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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