ProSiebenSat.1 board backs MFE-MediaForEurope’s increased takeover offer
A takeover of ProSiebenSat.1 by European media group MFE-MediaForEurope moved a step closer today after the board of the German broadcast company recommended shareholders accept the offer.
Bert Habets
ProSiebenSat.1/Amelie Niederbuchner
MFE-MediaForEurope, which is controlled by the family of former Italian prime minister Silvio Berlusconi, raised its takeover offer for ProSiebenSat.1 late last month.
The group, which already holds a stake in ProSiebenSat.1 of just over 30%, increased its offer from 0.4 to 1.3 MFE A shares per ProSiebenSat.1 share, with the cash component of the offer remaining at €4.48 (US$5.23) per share.
Based on the closing share price of MFE A shares on the Milan Stock Exchange on August 4, the increased offer implies a value of about €8.07 for each ProSiebenSat.1 share.
Today, ProSiebenSat.1 released a statement saying it “welcomed” the offer “which underscores MFE’s long-term investment and commitment to the company.”
The exec board and supervisory board said they considered the amended offer to be adequate and would be recommending its acceptance to shareholders.
The exec board noted that its assessment of the offer’s adequacy and its related recommendation are based on the assumption that recurring annual cost synergies of about €150m for a combined group would be realised within four or five years, which will require a full legal integration of ProSiebenSat.1 into MFE.
The takeover would help create a Europe-wide broadcast giant. MFE already owns 100% of Italy’s biggest broadcaster, Mediaset, and its Spanish counterpart, Mediaset España, which operates commercial network Telecinco.
The acquisition of ProSiebenSat.1 would mean MFE would become the third largest commercial TV company in Europe, behind Bertelsmann-owned RTL and ITV in the UK. MFE’s ambition is to build a pan-European broadcaster that can compete with US streamers such as Netflix.
MFE’s offer coincided with a competing partial acquisition offer for ProSiebenSat.1 from Czech investment group PPF, which offered €7 per share in cash.
MFE’s CEO Pier Silvio Berlusconi, the son of the late prime minister, said at the time of the offer: “We have decided to increase our offer for ProSiebenSat.1. This is not because the initial bid was inadequate, but because, as the leading shareholders, we have supported this industrial project for years.
“Our proposal is industrial, not financial. Rather than seeking total control, we are looking for the flexibility to provide clear direction based on a shared vision. What is needed is a push to build what is still lacking: a strong, locally rooted European group of sufficient size to compete globally. This would allow us to combine markets, strengthen the editorial offering and generate new value for viewers and investors alike.
“The advantages are clear: in terms of costs, technology and, above all, revenue, all the while respecting editorial autonomy and national identities. In the countries where it already operates – Italy and Spain – MFE has always upheld its founding values: business ethics, pluralism, freedom of information, employment protection. It will continue to uphold these values at all times and everywhere.”
