ProSiebenSat.1 has recommended acceptance of MFE’s revised offer.
In a statement published today, the executive board and supervisory board of the German broadcaster recommended the acceptance of the amended public takeover offer from MediaForEurope (MFE).
The statement marks the latest phase in a lengthy takeover saga which has seen MFE, owned by the family of the late former Italian Prime Minister Silvio Berlusconi, competing with Czech-based investment group PPF IM over the acquisition of the German media company.
Published on July 28th, MFE’s amended offer increased the share component of its offer to a total of 1.3 MFE A shares per ProSiebenSat share. The offer’s cash component remained unchanged at €4.48 per ProSiebenSat share. The increased consideration has an implied value of around €8.07 per ProSiebenSat share, based on the closing price of MFE’s A shares on the Milan Stock Exchange on August 4th, the day before the adoption of the joint supplementary reasoned statement.
PPF’s public acquisition cash offer of €7.00 per share was confirmed as its “best and final” offer on August 1st. As of August 1st, the MFE offer represents a premium of around 1 per cent over PFF.
Welcoming the MFE increase, the ProSiebenSat boards stated their belief that the amended offer is “appropriate” and recommended its acceptance by shareholders. The assessment was shared by Morgan Stanley in its capacity as advisor to the executive board and Goldman Sachs as advisor to the supervisory board.
The executive board stated its assessment is based on the assumption that annual recurring cost synergies of approximately €150 million will be realised within four to five years, which assumes full legal integration of ProSiebenSat into MFE, adding that it is unable to assess potential revenue synergies without an in-depth analysis of comprehensive data not currently available.
Both boards indicated each ProSiebenSat shareholder should decide how to proceed based on an assessment of the overall situation and their individual circumstances.
Unless extended by law, the acceptance period closes at midnight on August 13th 2025, after which a further acceptance period of two weeks will be mandatory under German takeover law, said the broadcaster.
The saga over the future of ProSieben has been running since late last year. MFE wishes to increase its stake in the German broadcaster as it looks to build a European free-to-air TV hub.
