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ProSieben resists MFE buy-out, ask shareholders to block company split

German broadcaster ProSiebenSat.1 has asked shareholders to vote against top investor MediaForEurope (MFE)’s plans to split the company.

Bert Habets

Controlled by the family of the late former Italian Prime Minister Silvio Berlusconi, MFE holds an almost 30% stake in ProSieben, which is led by group CEO Bert Habets.

MFE wants to spin off ProSieben’s e-commerce and dating assets from the company’s core TV operations. The move would help MFE launch a potential buy-out of ProSieben’s TV business.

MFE, which already operates commercial TV businesses in Italy and Spain, sees international M&A deals as a way to tackle the rise of global streamers such as Netflix and the migration of advertisers to digital media like Facebook, Google and YouTube.

In a previous statement, MFE said: “The implementation of the proposed spin-off would result in two separate listed companies, operated by their own independent management teams.”

However, ProSieben opposes the plan and has asked its shareholders to reject MFE’s proposals at an annual general meeting scheduled for April 30.

A statement from ProSieben said: “The executive board and supervisory board of ProSiebenSat.1 Media SE are of the opinion that the proposals do not contribute to increasing the value of the company. On the contrary – they entail the risk of a reduction in value for the company and its shareholders.

“Spilt-up of the company is not in the best interest of all shareholders. It would be detrimental to the necessary further development of the company’s core business in the medium turn.

“Changes in the composition of the supervisory board would lead to potential conflicts of interest and overrepresentation of the large minority shareholders.”

In February, the Munich-based broadcaster posted better-than-expected financial results for its fourth quarter and predicted a more positive year ahead after a dire 2023.

Based on preliminary figures, ProSiebenSat.1 Group recorded a significant increase in adjusted EBITDA of 11% to around €335m (US$358m) in Q4 of 2023, up from €303m in the same period the previous year.

The group exceeded its previous earnings forecast for the quarter. For the year overall, the group generated adjusted EBITDA of around €578m (€678m 2022).

For the current financial year, ProSiebenSat.1 now hopes to achieve adjusted EBITDA at the previous year’s level with adjusted EBITDA of around €575m in 2024.

Last year was a tough one for all German broadcasters. The consolidation of streaming service Joyn following ProSiebenSat.1’s full takeover of the service added to a weak economy generally and the stagnant ad market weighed heavily on the group’s financials and a reorganisation saw 400 job cuts.


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