ProSiebenSat.1’s Executive and Supervisory Boards have formally endorsed an improved takeover offer from MFE-MediaForEurope, describing the bid as “adequate” and recommending shareholders accept the terms.
The German broadcaster’s management published its joint supplementary reasoned statement in response to MFE’s amended voluntary public takeover offer, which was officially revised on 28 July. Under the updated terms, MFE has significantly increased the share component of its offer from 0.4 to 1.3 MFE A shares per ProSiebenSat.1 share, while keeping the cash portion at €4.48. Based on the closing share price of MFE A shares on 4 August, the offer implies a value of approximately €8.07 per ProSiebenSat.1 share – a 24% premium on the broadcaster’s stock price prior to MFE’s initial offer in March.
The new bid also outpaces a rival offer from Czech investor PPF, which in June proposed an all-cash bid of €7.00 per share for a minority stake. Unlike PPF’s limited, pro-rata tender, MFE’s full takeover proposal is open to all remaining ProSiebenSat.1 shares.
MFE, the Italian media company controlled by the Berlusconi family, is seeking to consolidate its stake in ProSiebenSat.1 as part of a wider ambition to build a pan-European media powerhouse. CEO Pier Silvio Berlusconi has framed the move as an “industrial, not financial” strategy, underlining the group’s long-term commitment to integration, value creation, and editorial independence across its European operations.
The revised offer, he said, was not prompted by inadequacy in the original proposal, but by a desire to accelerate a unifying project “we have supported for years.” MFE estimates that synergies in advertising, technology and data could generate up to €419 million in additional EBIT annually by year four, although this would require one-off investments of up to €145 million.
ProSiebenSat.1’s Executive Board echoed this outlook, stating that its recommendation is predicated on the realisation of recurring annual cost synergies of around €150 million at EBIT level — achievable only through full legal integration into MFE. However, the board noted that these figures are preliminary and subject to further review. It also acknowledged uncertainties beyond its control and declined to evaluate potential revenue synergies due to lack of data.
The endorsement marks a major turning point in Germany’s shifting media landscape, where foreign ownership and editorial independence have become hotly debated topics. Critics, including German Culture Minister Wolfram Weimer, have warned of potential threats to journalistic autonomy should MFE assume greater control of the broadcaster. Berlusconi, however, has pledged to uphold national identities and editorial freedom, stating that “to date, ours is the only concrete project for an independent, credible and competitive European broadcaster.”
ProSiebenSat.1 shareholders now face a strategic choice: opt for PPF’s limited cash offer for guaranteed liquidity, or back MFE’s more valuable proposal for potential long-term gains.
The acceptance period for both offers expires on 13 August 2025.
