The Executive and Supervisory Boards of ProSiebenSat.1 have issued a neutral stance on a partial acquisition offer by Czech investment group PPF, despite raising concerns that the €7.00-per-share bid undervalues the company.
In a joint statement published today, the German media group acknowledged PPF’s “elevated commitment” as a major strategic shareholder and welcomed its backing of the company’s current management and strategy. However, the boards concluded that the proposed price does not sufficiently reflect the long-term value and earnings potential of ProSiebenSat.1, calling it “inadequate from a financial point of view.”
PPF is seeking to acquire up to 31.8 million shares – around 13.64% of the company’s capital – at a premium of 17.4% on the closing share price of €5.97 on 9 May 2025, the day before the offer was announced. The offer also represents a 21.7% premium over the competing bid from MFE-MediaForEurope, which launched a takeover bid at €5.75 per share on 8 May.
Despite their valuation concerns, the boards have opted not to advise shareholders for or against accepting the PPF offer, citing the variety of factors that may influence investor decisions – including market conditions, individual investment goals, and portfolio strategies. They pointed out that the offer may appeal to shareholders seeking short-term returns, particularly as it provides downside protection in the current volatile market environment through to the acceptance deadline of 13 August.
Given the timing, PPF’s offer is considered a competing bid to the ongoing MFE offer under German takeover law. Both acceptance periods will now run concurrently until the August deadline.
The boards’ detailed reasoning has been published on the company’s website. Shareholders are encouraged to review the full statement before deciding on either offer.
