The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE today published its joint supplementary reasoned statement under Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) regarding the amended voluntary public takeover offer by MFE-MEDIAFOREUROPE N.V. ("MFE"). By way of an offer amendment published on July 28, 2025, MFE has increased the offer consideration from EUR 4.48 in cash and a share component of 0.4 MFE-A shares per ProSiebenSat.1 share by 0.9 MFE-A shares to a share component of 1.3 MFE-A shares and an unchanged cash amount of EUR 4.48. Based on the closing share price of MFE-A shares at the Milan Stock Exchange as of August 4, 2025, the day before the adoption of the joint supplementary reasoned statement, the increased offer consideration has an implied value of approx. EUR 8.07 per ProSiebenSat.1 share. This represents a premium of approximately. 24% to the Xetra closing price per ProSiebenSat.1 share on March 26, 2025, of EUR 6.53 (the last closing price before MFE’s initial offer announcement). The partial public acquisition offer of PPF IM LTD (“PPF“) from June 4, 2025, offers EUR 7.00 per ProSiebenSat.1 share in cash and has been labelled as "best and final" by PPF. As of August 4, 2025, MFE’s amended offer represents a premium of approximately. 15% to the partial acquisition offer of PPF.
The Executive Board and the Supervisory Board welcome the increase of the initial MFE offer consideration, which underscores MFE’s long-term investment and continued commitment to ProSiebenSat.1. Both Boards consider MFE’s amended offer to be adequate (angemessen) as of the date of the joint supplementary reasoned statement and recommend that the ProSiebenSat.1 shareholders accept MFE’s amended offer. Corresponding opinions provided by Morgan Stanley supports this assessment, advising the Executive Board, and Goldman Sachs, advising the Supervisory Board.
The Executive Board notes that its assessment of the amended offer’s adequacy and its related recommendation are based on the assumption that recurring annual cost synergies of approximately EUR 150 million (on EBIT level) for a combined group to be realized within four to five years, which require a full legal integration of ProSiebenSat.1 into MFE. This cost synergy estimate is based on a preliminary assessment by the Executive Board, which is subject to further review. Achieving these synergies — and meeting all necessary conditions for such full legal integration — involves uncertainties that are beyond the control of the ProSiebenSat.1 Executive and Supervisory Boards. The Executive Board also notes that it cannot appraise potential revenue synergies without an in-depth analysis based on comprehensive data, which is currently not available. Further information about the prerequisites and related uncertainties of the underlying assumptions, and on how such assumptions affect the adequacy assessment of the Executive Board, can be found in the joint supplementary reasoned statement.
The Executive Board and the Supervisory Board point out that each ProSiebenSat.1 shareholder should make his or her own independent decision whether or not to accept MFE’s amended offer and for how many ProSiebenSat.1 shares, taking into consideration the overall situation, his or her individual financial, tax and other circumstances and his or her expectations concerning the future development of the value and the market price of the ProSiebenSat.1 shares and the MFE-A shares. The acceptance period for the amended MFE offer will expire on August 13, 2025, 24:00 hours (local time Frankfurt am Main) / 18:00 hours (local time New York) unless extended by statutory law. The offer will subsequently be subject to an additional acceptance period of two weeks following the provisions of German takeover law.