The Executive Board and Supervisory Board of ProSiebenSat.1 reject the proposals which the German media company’s largest shareholder MFE-MediaForEurope made for the AGM on 30 April 2024.
The proposals submitted by MFE, which is controlled by the Italian Berlusconi family, include the split-up of the company, the composition of the Supervisory Board and the restriction of the authorised capital.
A split-up would result in a significant increase of the financial leverage of ProSiebenSat.1 to up to 4.1x adjusted EBITDA (2023 basis) and thus make strategic acquisitions just as impossible as a customary dividend policy, according to a statement by the boards, adding that such a move “lies in the unique interest of MFE, but not in the best interests of all other shareholders.”
Based on these considerations, the Executive Board and the Supervisory Board have concluded that they do not recommend such a split-up and instead plan to focus on the value-maximising sale of the relevant investments over the next 12 to 18 months, subject to market conditions.
Furthermore, the Supervisory Board rejects the new candidates proposed by shareholders PPF and MFE, arguing that changes in the composition of the board would lead to potential conflicts of interest and overrepresentation of the two shareholders.
To summarise, the Executive Board and Supervisory Board of ProSiebenSat.1 are of the opinion that the proposals do not contribute to increasing the value of the company, but – on the contrary – entail the risk of a reduction in value for the company and its shareholders.
