ProSiebenSat.1 board now supports Berlusconi offer
In the battle over the future of ProSiebenSat.1, the management of the television and internet group has made a U-turn. The executive and supervisory boards are now recommending that shareholders accept the takeover offer from Italian stakeholder Media for Europe (MFE). MFE recently raised its offer. The executive and supervisory boards now consider the offer appropriate, ProSiebenSat.1 announced on 6 August. On May 22, the statement was very different, as MFE’s initial offer had been deemed „not financially adequate.“
According to ProSiebenSat.1’s calculations, the new offer from Italy corresponds to a value of around 8.07 euros per share. The first offer had been 5.75 euros. MFE is now offering an unchanged cash component but an increased component of its own stock. The Italian media company, which is controlled by the Berlusconi family, now holds around 33% of ProSiebenSat.1 shares. Its rival, the Czech investment group PPF, owns a 16.5% stake and plans to raise it to just under 30%. PPF has decided not to raise its cash offer of 7.00 euros. Both offers end on August 13, followed by an additional two week acceptance period in accordance with German takeover law.
Full control or not?
In its statement on MFE’s increased offer, ProSiebenSat.1 emphasises that its valuation and recommendation are based on the assumption of cost synergies. Within four to five years, these synergies are expected to amount to around 150 million euros annually – based on earnings before interest and taxes (Ebit). „This assumes a full legal integration of ProSiebenSat.1 into MFE,“ the statement adds.
So far, however, there are no indications that MFE intends to reach a shareholding of more than 50% in the foreseeable future in order to integrate ProSiebenSat.1 into its own group. At the end of July, CEO Pier Silvio Berlusconi reiterated in a statement: „We are not aiming for full control but for the flexibility to set a clear direction based on a shared vision.“ MFE aims to build a European media company beyond its current markets in Italy and Spain, positioning itself as a counterweight to US giants like Amazon, Netflix, and Disney.
Regarding the potential benefits of a partnership with MFE, the ProSiebenSat.1 executive board points out that it cannot assess possible revenue synergies „without an in depth analysis of based on comprehensive data which is currently not available.“
