The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE have published their joint supplementary reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) regarding the amended voluntary public takeover offer by MFE-MEDIAFOREUROPE N.V. (MFE).

By way of an offer amendment published on July 28th, MFE has increased the offer consideration from €4.48 in cash and a share component of 0.4 MFE-A shares per ProSiebenSat.1 share by 0.9 MFE-A shares to a share component of 1.3 MFE-A shares and an unchanged cash amount of €4.48. Based on the closing share price of MFE-A shares at the Milan Stock Exchange as per August 4th, the day prior to the adoption of the joint supplementary reasoned statement, the increased offer consideration has an implied value of €8.07 per ProSiebenSat.1 share. This represents a premium of approximately 24 per cent to the Xetra closing price per ProSiebenSat.1 share on March 26th of €6.53 (the last closing price prior to MFE’s initial offer announcement). The partial public acquisition offer of PPF from June 4th offers €7 per ProSiebenSat.1 share in cash and has been labelled as “best and final“ by PPF. As per August 4th, MFE’s amended offer represents a premium of around 15 per cent to the partial acquisition offer of PPF.

The Executive Board and the Supervisory Board has “welcomed” the increase of the initial MFE offer consideration, which its says “underscores MFE’s long-term investment and continued commitment to ProSiebenSat.1”.

Both Boards consider MFE’s amended offer to be adequate (angemessen) as of the date of the joint supplementary reasoned statement and recommend that the ProSiebenSat.1 shareholders accept MFE’s amended offer. This assessment is supported by corresponding opinions provided by Morgan Stanley, advising the Executive Board, and Goldman Sachs, advising the Supervisory Board.

The Executive Board notes that its assessment of the amended offer’s adequacy and its related recommendation are based on the assumption that recurring annual cost synergies of approximately €150 million (on EBIT level) for a combined group to be realised within four to five years, which require a full legal integration of ProSiebenSat.1 into MFE. This cost synergy estimate is based on a preliminary assessment by the Executive Board, which is subject to further review. Achieving these synergies — and meeting all necessary conditions for such full legal integration — involves uncertainties that are beyond the control of the ProSiebenSat.1 Executive and Supervisory Boards. The Executive Board also notes that it cannot appraise potential revenue synergies without an in-depth analysis based on comprehensive data which is currently not available. Further information about the prerequisites and related uncertainties of the underlying assumptions, and on how such assumptions affect the adequacy assessment of the Executive Board, can be found in the joint supplementary reasoned statement.

The Executive Board and the Supervisory Board point out that each ProSiebenSat.1 shareholder should make his or her own independent decision whether or not to accept MFE’s amended offer and for how many ProSiebenSat.1 shares, taking into consideration the overall situation, his or her individual financial, tax and other circumstances and his or her personal expectations concerning the future development of the value and the market price of the ProSiebenSat.1 shares and the MFE-A shares.

The acceptance period for the amended MFE offer will expire on August 13th.

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