The Executive Board and the Supervisory Board of ProSiebenSat.1 recommend shareholders not to accept the voluntary public takeover offer made by the German media company’s largest single shareholder MFE-MediaForEurope (MFE).
Following a review of the offer document dated 8 May 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, advising the Executive Board, and Goldman Sachs, advising the Supervisory Board.
The joint reasoned statement of the Executive Board and the Supervisory Board pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) on the voluntary public takeover offer by MFE was published today on the company’s website.
The offered consideration of €4.48 in cash and additionally 0.4 MFE-A shares 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 Germany’s Federal Financial Supervisory Authority BaFin, which represents the statutory minimum price. The calculatory offer price is approximately 18% below the closing price of €7.01 on 21 May 2025, and, from the perspective of ProSiebenSat.1, does not reflect the expected future development of the value of the company.
However, 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 entertainment business.
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.
The MFE offer was recently challenged by a competing bid from PPF. The Czech investment group wants to increase its stake in ProSiebenSat.1, offering €7.00 per share in cash – a premium alternative to the MFE offer.
PPF, currently the second-largest shareholder in ProSiebenSat.1 with a stake of around 15%, aims to raise its ownership to up to 29.99%. The offer is not a full takeover, as PPF does not aim to acquire a controlling interest.
In contrast to MFE’s bid, ProSiebenSat.1’s Executive Board welcomes the PPF offer. “PPF has been a long-standing investor in ProSiebenSat.1 having a deep understanding of our business,” Bert Habets, Group CEO of ProSiebenSat.1, recently stated. “The Executive Board is supportive of PPF’s increased commitment to ProSiebenSat.1, as evidenced by the terms of its offer, and appreciates its support for our digital transformation strategy.”
