The elections in Germany have been bypassed and with the the new Merz government born from the agreement between CDU-CSU and SPD, Mfe-Mediaforeurope Family Berlusconi tightens the grip and launches the announcement: green light for avoluntary takeover bid to increase its stake in Germany's leading entertainment operator, ProSiebenSat.1 Media SE. Goal? Achieve flexibility and optionality.
Mfe, takeover bid at minimum on German Prosieben
Mfe plans to offer ProSieben shareholders who tender their shares during the offering period a consideration equal to the volume-weighted average of the ProSieben share price over the last 3 months, which corresponds to the consideration ofminimum offer by law.
About the 78 % of the offer consideration is expected to be paid in money while the remaining approximately 22% is expected to be paid in kind, in actions Newly issued Mfe “A”. For Mfe the maximum cash outlay for Prosieben will be approximately 729 million euro, in addition to 207 million in Mfe A shares, in the event of full acceptance of the takeover bid launched by Biscione at an estimated price of 5,7 euros (precisely, the legal minimum).
The offeror has entered into a binding agreement with a current shareholder of ProSieben according to which the shareholder has undertaken to irrevocably accept the offer for a portion of the ProSieben shares currently held. This agreement ensures that the offeror will in any case hold more than 30% of the share capital of P7 at the end of the offer.
Mfe, what can happen after the takeover bid
Mfe has decided to further increase its stake in ProSieben and thus its long-term investment and commitment to it, with the aim of “contributing more actively to the development of the company’s strategic direction in the future”.
Mfe's goal is to "increase the collaboration with ProSieben and to make available its expertise and deep knowledge of the entertainment sector to support management in addressing the industrial challenges it faces and in exploiting the opportunities arising from the changes underway in the sector".
As a strong and reliable industrial partner, Mfe is committed to providing comprehensive support to ProSieben, which will result in the creation of long-term value for all ProSieben shareholders. Furthermore, Mfe intends to support ProSieben in the planned divestment of non-core assets, including potential monetization and value creation opportunities.
The television group of the Berlusconi family, owner of a share of the 29,9 % Prosieben aims to increase its stake to over 30% (with an agreement already in place with a minority shareholder of Prosiebensat). Furthermore, according to what has been learned, Prosieben will remain independent and Mfe will not influence the management or the board. Decisions on the role of the CEO and the board of directors are up to the supervisory board.
Mfe, what CEO Berlusconi said
“We need a change of pace. We believe that ProSiebenSat.1 needs a solid shareholder who can provide expertise and experience in the sector, actively contributing to its growth path". Thus, Pier Silvio Berlusconi, CEO of Mfe, regarding the announcement by Biscione of the launch of a voluntary takeover bid on Prosieben.
“The intention to increase our shareholding and the resulting public purchase offer is essential to be able to concretely support ProSieben with a constructive approach and create value for the benefit of all shareholders, before it's too late."
“For decades,” observes Berlusconi, “many large Italian companies have been conquered by foreign multinationals. Mfe's is one of the few cases in which an Italian company has courageously invested abroad, moreover in a relevant market such as the German one. An even more complex challenge because it is in a hyper-competitive sector like the Media sector”.
The aim remains to "create a pan-European cross-media and cross-national group which naturally positions itself as an alternative to the digital giants, succeeding in the ambitious goal of being able to compete and grow,” Berlusconi underlines. “Our guiding light is to create value in the interest of Mfe and, specifically, of all the shareholders of ProsiebenSat.1.”
