Italian media group MFE-MediaForEurope has announced a voluntary public takeover offer to increase its stake in German broadcaster ProSiebenSat.1.
The move, which has been anticipated, is part of a broader ambition to strengthen MFE’s influence in the German-speaking media market and create a pan-European powerhouse.
MFE, which is majority-owned by the family of the late Italian prime minister Silvio Berlusconi, is ProSiebenSat.1’s largest shareholder and currently holds just under 30% of the shares. By surpassing the 30% threshold, MFE becomes legally required to make an offer for the remaining shares in the company.
However, the Italian company intends to pay only the statutory minimum price for the tendered shares, which is the volume-weighted three-month average price of ProSiebenSat.1 stock, as calculated by Germany’s financial regulator BaFin. Typically, takeovers come with a more or less significant premium on the stock price.
According to the offer to the shareholders, 78% of the price will be paid in cash, with the remaining 22% in newly issued MFE A shares. The deal is subject to regulatory clearances and market conditions.
As part of its efforts to secure a greater stake, MFE has reached an irrevocable agreement with an existing ProSieben shareholder, who has committed to accept the offer for a portion of its shares. This agreement ensures that MFE will surpass the 30% ownership threshold upon completion of the takeover offer in any case, strengthening its position within the company.
This means that, once the offer expires, MFE would be free to buy additional shares on the market as and when it chooses, without having to repeat a formal offer to all investors.
Pier Silvio Berlusconi, CEO of MFE, expressed his vision for ProSiebenSat.1, emphasising the need for a strong industrial partner to guide the broadcaster through the evolving media landscape. “It is time to switch gear. We believe that ProSiebenSat.1 needs a strong shareholder that can provide expertise and experience in the industry, making an active contribution to its growth journey,” he stated.
Berlusconi also highlighted MFE’s track record in the European media sector. “For decades, many large Italian companies have been taken over by foreign multinationals. MFE is one of the few cases where an Italian company has courageously invested abroad – especially in a major market like Germany. And this challenge is made even more complex in a hyper-competitive sector like the media industry.”
The takeover bid follows a series of strategic moves by MFE to consolidate its position in the European market. In December 2024, the Italian media company secured €3.4 billion in loans to finance its international expansion plans.
In a strategic realignment, ProSiebenSat.1 has recently begun selling off non-core assets, including Verivox, a price comparison site, and a stake in the wellness platform Urban Sports Club. MFE has supported these divestments, seeing them as necessary steps to refocus on core broadcasting activities.
ProSiebenSat.1, which operates in Germany, Austria and Switzerland, is home to popular programmes such as Germany’s Next Topmodel. The broadcaster has a market capitalisation of around €1.5 billion, a significant drop from the €5 billion valuation MFE considered when it first weighed a takeover bid in 2006.
Berlusconi is positioning MFE as a European alternative to the dominance of global digital giants. “MFE is one of the few broadcasters in Europe that has genuinely created value. We have followed a well-defined and clear strategy: focusing on the core business, namely advertising sales through a national, warm and modern television product, also available on all other platforms. Over time we have created a unique cross-media communication system, ranging from the power of television to radio, from the web to digital billboards. A system that today has a higher reach in Italy than any competitor – including all global platforms,” said Berlusconi.
“The next step is to work on extending the same strategy to Spain and, eventually, to Germany. The aim is to create a cross-media, cross-national pan-European group that naturally acts as an alternative to the digital giants and succeeds in the ambitious goal of being able to compete and grow. Our guiding light is to create value for MFE and, specifically, for all ProSiebenSat.1 shareholders,” he concluded.
The timing of the bid is also significant, coming ahead of ProSiebenSat.1’s annual general meeting on 28 May 2025, when Supervisory Board Chair Andreas Wiele is set to step down following growing tensions with the company’s two largest single shareholders MFE and PPF over the strategic direction.
In a statement, ProSiebenSat.1 acknowledges MFE’s decision to launch a voluntary public takeover offer to the shareholders. The company expects the average price per share to be around €5.75. The closing price of its shares in Xetra trading today was €6.53. According to ProSiebenSat.1, the Executive Board and the Supervisory Board will review the offer and subsequently issue their opinion.
