German company’s board recommends shareholders accept improved offer that would create pan-European broadcast giant
The board of Germany’s ProSiebenSat.1 has welcomed an improved takeover bid from MediaForEurope (MFE) that values the company at €1.8bn (£1.57bn), in a deal that could reshape broadcasting across Europe.
MFE has been in an ongoing battle to take ownership of ProSiebenSat.1 for more than five years, looking to create an operation based out of Italy, Spain and Germany that can compete with streamers.
The German operator has resisted approaches but earlier this year the Berlusconi family-operated company confirmed it had agreed a deal to buy further shares, taking its stake above 30%.
That triggered a mandatory takeover offer of €5.70 per share, which was initially rejected by the German giant, while Czech firm PPF had also made approaches around a potential takeover.
However, MFE made an improved offer late last month that would see the company paying €4.48 (£3.90) plus a 1.3 MFE-A shares for each ProSiebenSat.1 share, valuing the company at €1.8bn.
The German giant’s board has now recommended that deal, which values each ProSiebenSat.1 share at €8.07, around a 24% premium to the closing price of ProSiebenSat.1 shares on 26 March (the last closing price prior to MFE’s initial offer announcement).
The German company’s executive board added that its recommendation was based on the realisation of cost synergies, which would require “a full legal integration” of ProSiebenSat.1 into MFE.
These are estimated to come in at around €150m (£130m) annually within four years.
ProSiebenSat.1’s exec and supervisory boards both recommended that its shareholders accept MFE’s amended offer, adding that advisors Morgan Stanley and Goldman Sachs concurred. It added that the MFE offer was at a 15% premium to PPF’s most recent bid last month.
The acceptance period for the amended MFE offer will expire on 13 August, unless extended by statutory law and the offer will subsequently be subject to an additional acceptance period of two weeks in accordance with German takeover law.
MFE is led by Pier Silvio Berlusconi, son of the late Italian prime minister Silvio Berlusconi, and was created in 2021 after Berlusconi rebranded his Mediaset operation as MediaForEurope, overhauling its structure in the process.
Mediaset had first invested in ProSiebenSat.1 in 2019 but the German broadcaster has struggled with an ailing domestic advertising market over recent years, with shares falling from almost €50 apiece in 2015.
The company is led by chief exec Bert Habets and operates streamer Joyn as well as numerous channels in Germany, Austria and Switzerland, including ProSieben, Kabel Eins and ProSieben Maxx.
Its networks carry shows such as The Masked Singer and Germany’s Next Top Model, while the company is also home to the Seven.One production division, which is behind Married at First Sight.
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