MFE-MediaForEurope, the Italian media group, has initiated a voluntary public takeover offer for German broadcaster ProSiebenSat.1. This anticipated move aims to bolster MFE's presence in the German-speaking media market and establish a significant pan-European media entity. MFE, primarily owned by the Berlusconi family, already holds nearly 30% of ProSiebenSat.1 shares, triggering the legal obligation to extend an offer for the remaining shares.
The offer details a payment structure of 78% cash and 22% in newly issued MFE A shares. Crucially, the cash portion will be based on the statutory minimum price—the three-month volume-weighted average share price determined by BaFin, Germany's financial regulator. This differs from typical takeovers, which usually involve a premium on the share price. To secure the takeover, MFE has a pre-arranged agreement with an existing ProSiebenSat.1 shareholder ensuring the 30% threshold is surpassed.
Pier Silvio Berlusconi, MFE's CEO, explained the rationale behind the acquisition, stating, “It is time to switch gear. We believe that ProSiebenSat.1 needs a strong shareholder that can provide expertise and experience in the industry, making an active contribution to its growth journey.” He also highlighted MFE's success in the European media landscape, emphasizing their "courageous investment abroad." The bid comes after MFE secured €3.4 billion in loans for international expansion and follows ProSiebenSat.1's strategic asset sales, such as Verivox and a stake in Urban Sports Club—moves supported by MFE as a refocusing on core broadcasting.
Berlusconi further emphasized MFE's unique strategy as a European counterpoint to global digital giants, saying, “MFE is one of the few broadcasters in Europe that has genuinely created value. We have followed a well-defined and clear strategy: focusing on the core business, namely advertising sales through a national, warm and modern television product, also available on all other platforms.” He outlined plans to extend this strategy to Spain and Germany, aiming for a “cross-media, cross-national pan-European group” that can compete effectively.
The timing of the bid is noteworthy, preceding ProSiebenSat.1's annual general meeting on May 28, 2025, where Supervisory Board Chair Andreas Wiele is stepping down amidst tensions with major shareholders MFE and PPF concerning strategic direction. ProSiebenSat.1 acknowledged the offer, anticipating an average share price of around €5.75 (compared to a closing price of €6.53). The company's Executive and Supervisory Boards will review and provide their opinion on the offer.