Berlusconi group moves for ProSiebenSat.1
The TV group Media for Europe (MFE), controlled by the family of former Italian Prime Minister Silvio Berlusconi, has submitted an official takeover bid for the German TV station ProSiebenSat.1. However, the offer is not aimed at an immediate acquisition. In fact, MFE (formerly Mediaset) only wants to pay the statutory minimum price for the tendered shares. This would be the volume-weighted three-month average price of the ProSiebenSat.1 share. There is no premium. MFE intends to announce details only after authorisation by BaFin.
With a unit price of around 5.70 euros, only a few shareholders are likely to contribute their shares, especially as the share price has risen sharply in recent weeks due to takeover speculation. On Thursday, the share price fell by around 2% to 5.84 euros.
Agreement with shareholder
MFE intends to pay 78% in cash and the remainder in newly issued treasury shares. The Italian company announced that an agreement had been reached with an undisclosed ProSiebenSat.1 shareholder to accept a portion of his shares. This ensures that MFE will in any case hold more than 30% of ProSiebenSat.1's share capital after completion of the takeover offer. MFE currently controls 29.99% of the shares. If the 30% threshold had been exceeded, MFE would have been obliged to submit a takeover offer anyway.
MFE CEO Pier Silvio Berlusconi stated that it was „time to shift up a gear. We believe that ProSiebenSat.1 needs a strong shareholder who can offer expertise and industry experience and thus actively contribute to its growth trajectory.“ The aim is to create value for all ProSieben shareholders „before it is too late“.
ProSiebenSat.1 stated that the Executive Board and Supervisory Board would examine the offer carefully after publication of the offer document. ProSiebenSat.1 is valued at just under 1.5 billion euros on the stock exchange.
Securing a greater say
With the offer, the Italian media group can secure an even greater say in ProSiebenSat.1 and acquire further shares – without having to take over the company. MFE initially acquired a 9.6% stake in 2019 and has since been urging the German company to focus on its core television business. A few days ago, ProSiebenSat.1 announced the sale of the comparison portal Verivox to the Italian company Moltiply for 232 million euros.
The Berlusconi holding company now has a free hand to gradually expand further. MFE would have the funds for a takeover: months ago, the Italians had already negotiated a financing package totalling 3.4 billion euros with various banks.
MFE said that the aim is to increase its cooperation with ProSieben, and offer its core expertise and
deep understanding of the market in the entertainment sector to assist ProSieben's
management in addressing the industrial challenges it faces, as well as exploiting the
opportunities arising from the ongoing changes in the industry
The Italians, who are among the leading TV groups not only in Italy but also in Spain, are endeavouring to form a transnational European television group. In addition to the German market, they are also focussing on the UK and France.
Pan-European group
Berlusconi has commented that after decades of Italian companies being bought by foreign multinationals, MFE's offer was ‘one of the few cases in which it is an Italian company that has the courage to invest in a market as relevant as the German one. The aim is to create a pan-European and cross-media group as an alternative to cross-media and digital international giants and to create value for MFE, but also for ProSiebenSat.1 shareholders.
