The Executive Board and the Supervisory Board of German commercial broadcaster ProSiebenSat.1 Media SE has recommended shareholders not to accept the voluntary public takeover offer made by MFE-MediaForEurope, deeming it inadequate from a financial perspective.

Following a review of the offer document dated May 8th, 2025, both governing bodies have concluded that the offer is inadequate from a financial perspective. This assessment is supported by corresponding opinions provided by Morgan Stanley.

The offered consideration of €4.48 in cash and additionally 0.4 MFE-A shares (ISIN NL0015001OI1) per ProSiebenSat.1 share corresponds to a calculatory offer price of €5.75. This is only marginally above the volume-weighted three-month average share price of €5.74, as determined by BaFin, which represents the statutory minimum price. The calculatory offer price is approximately 18 per cent below the closing price of €7.01 on May 21st, 2025, and, from the perspective of ProSiebenSat.1, does not reflect the expected future development of the value of the Company.

The Executive Board and the Supervisory Board welcome MFE’s intention to support the execution of ProSiebenSat.1’s strategy and endorse cooperations in the core business Entertainment.

The Executive Board and the Supervisory Board point out that, according to MFE, the objective pursued by MFE with the current offer is neither a full takeover nor the acquisition of a majority of the shares in ProSiebenSat.1. Rather, according to MFE, the offer is intended to increase flexibility for future share acquisitions. After consummation of the takeover offer, such share acquisitions can be made by MFE without the obligation to submit another offer to all shareholders.

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Categories: Articles, Business, M&A

Tags: MFE-MEDIAFOREUROPE, ProSiebenSat.1