공시 • Sep 02
MFE-Mediaforeurope N.V. (BIT:MFEB) completed the acquisition of additional 29.86% stake in ProSiebenSat.1 Media SE (XTRA:PSM) for approximately €640 million.
MFE-Mediaforeurope N.V. (BIT:MFEB) made voluntary public takeover offer to acquire an additional minority stake in ProSiebenSat.1 Media SE (XTRA:PSM) on March 26, 2025. MFE expects to offer ProSieben shareholders who tender their shares during the offer period an offer consideration equal to the 3 months VWAP of the ProSieben share (as calculated by the German Federal Financial Supervisory Authority, Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin), which corresponds to the statutory minimum price. Under the terms, MFE-Mediaforeurope N.V. is paying approximately 78% of the offer price is expected to be paid in cash and approximately 22% of the offer price is expected to be paid in newly-issued MFE A shares. In a related transaction, MFE entered into an irrevocable undertaking with an existing shareholder of ProSieben pursuant to which such shareholder has irrevocably undertaken to accept the takeover offer for part of the ProSieben shares currently held. Such undertaking secures that MFE will in any event hold more than 30% of the share capital of ProSieben upon completion of the takeover offer. As of April 2, 2025, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) informed MFE that the 3 months VWAP of the ProSieben share up to (and including) the reference date (March 25, 2025) amounts to €5.74, which is the statutory minimum price. Based on that, MFE intends to offer to the shareholders of ProSieben for each ProSieben share tendered into the voluntary public takeover offer (once made) a mixed consideration consisting of €4.47 in cash and 0.4 newly-issued MFE A shares. The three-month average closing price of the MFE A share on the Euronext Milan Stock Exchange up to (and including) the reference date (March 25, 2025) amounts to €3.18. Based on such average, the value of the intended share component is therefore equal to €1.27 (€3.18 multiplied by 0.4 MFE A shares). As of April 15, 2025, MFE-Mediaforeurope has called an Extraordinary General Meeting of Shareholders for May 7, 2025. On May 7, 2025, the shareholders of MFE-Mediaforeurope N.V. has approved the transaction. As of May 8, 2025, the transaction has been approved by Germany’s Federal Financial Supervisory Authority. After regulatory approval, MFE-MediaForEurope has officially opened the acceptance period for its voluntary public takeover offer for German broadcaster ProSiebenSat.1. On 8 May 2025, MFE-MEDIAFOREUROPE N.V. published the offer document for its voluntary public takeover offer to the shareholders of ProSiebenSat.1 Media SE. As of May 23, 2025, Prosiebensat.1 Media SE executive and supervisory boards recommend shareholders not to accept the takeoveroffer made by MFE - MediaForEurope NV. As of May 22, 2025, the Takeover Offer has been accepted for a total of 425,105 P7 Shares. This is equivalent to approximately. 0.18% of the share capital in ProSieben, As of May 22, 2025, the Bidder directly held 70,216,573 P7 Shares. This is equivalent to approx. 30.14% of the share capital and approximately 30.16% of the voting rights in ProSieben. The period for the acceptance of the Takeover Offer will end on June 6, 2025. As of May 30, 2025, the Takeover Offer has been accepted for a total of 789,060 P7 Shares. As of the Reference Date, the Bidder directly held 70,216,573 P7 Shares. As of June 2, 2025, the Takeover Offer has been accepted for a total of 811,570 P7 Shares. As of the Reference Date, the Bidder directly held 70,216,573 P7 Shares. As of June 3, 2025, the Takeover Offer has been accepted for a total of 842,479 P7 Shares. As of the Reference Date, the Bidder directly held 70,216,573 P7 Shares. This is equivalent to approx. 30.14% of the share capital of and, based on publicly available information, approx. 30.16% of the voting rights in ProSieben existing on the Reference Date. As of June 5, 2025, the Takeover Offer has been accepted for a total of 1,042,153 P7 Shares. As of July 3, 2025, the Takeover Offer has been accepted for a total of 1,177,398 P7 Shares. This is equivalent to approx. 0.51% of the share capital. As of July 28, 2025, MFE-MEDIAFOREUROPE N.V. ("MFE") has decided to increase the offer consideration for its voluntary public takeover offer ("Offer") for the shares of ProSiebenSat.1 Media SE from €4.48 in cash and a share component of 0.4 MFE A shares to €4.48 in cash and a share component of 1.3 MFE A shares. the value of the consideration under the Increased Offer of €8.62 per ProSieben share. The acceptance period will continue to expire on 13 August 2025.
As of August 13, 2025, the Takeover Offer has been accepted for a total of 23.902237 million P7 Shares. This is equivalent to approximately 10.26% of the share capital.
As of August 27, 2025, PPF has decided to tender its 36,539,628 shares, representing approximately 15.68% of ProSiebenSat.1’s outstanding share capital, into MFE offer and unwind its remaining financial instruments in ProSiebenSat.1.
ProSiebenSat.1 shareholders, who have not yet accepted the offer, can still tender their shares during the additional acceptance period, which will commence on August 19, 2025, and end on September 1, 2025.
The takeover offer will be subject to customary conditions such as market and business-related material adverse change clauses and regulatory clearances and other conditions. As a strong industrial and reliable partner, MFE is committed to provide full support to ProSieben, that would result in long term value creation for all shareholders of ProSieben. Morgan Stanley and PJT Partners acted as the financial advisors to ProSiebenSat.1. Evercore acted as the financial advisor to MFE-Mediaforeurope N.V. Intesa Sanpaolo - IMI Corporate & Investment Banking acted as financial advisor to MFE-Mediaforeurope. IMI CIB Division also acted as Underwriter, Bookrunner and MLA in the financing by a pool of banks to MFE for the realisation of the transaction. Eva Reudelhuber, Martin Hitzer, Ocka Stumm, Dominik Monz, Kilian Mossel, Pascal Urban, Sabrina Müller-Krohe, Felix Hostenkamp, Yannik Witt and Charlotte Evers of Gleiss Lutz and Gian Luca Pedersoli of PedersoliGattai advises UniCredit. Adam Emmerich, Victor Goldfeld of Wachtell, Lipton, Rosen & Katz LLP. Matteo Erede of Bonelli Erede Pappalardo Studio Legale. Emanuel Strehle, Oda Christiane Goetzke, Ingo Berner , Theresa Lauterbach, Jochen Vetter, Thorsten Mäger, Anja Balitzki, Alexander Rang , Johannes Tieves, Tobias Schubert, W0lfgang Spoerr of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB act as legal advisor for MFE-Mediaforeurope N.V.
MFE-Mediaforeurope N.V. (BIT:MFEB) completed the acquisition of additional 29.86% stake in ProSiebenSat.1 Media SE (XTRA:PSM) for approximately €640 million on September 1, 2025. Before the completion,MFE-Mediaforeurope N.V. held 30.14% stake in ProSiebenSat.1 Media SE. After the completion, MFE-Mediaforeurope N.V. holds 60% stake in ProSiebenSat.1 Media SE.
