MFE-MediaForEurope, the pan-European TV group controlled by the family of former Italian Prime Minister Silvio Berlusconi, has upped its offer for German broadcaster ProSiebenSat.1, boosting the share component of its voluntary public takeover bid while maintaining the cash portion.
The revised offer, announced Monday, raises the stock component from 0.4 to 1.3 MFE A shares per ProSiebenSat.1 share, with the cash element remaining at €4.48 ($5.25) a share.
Based on the July 25 closing price of MFE A shares on the Euronext Milan exchange, the updated offer implies a value of €8.15 ($9.55) per ProSiebenSat.1 share. That represents a 15.8 percent premium over ProSieben’s Xetra closing price of €7.04 on the same day, and a 24.8 percent premium compared to its March 26 closing price of €6.53, the day before MFE launched its original bid.
The competing partial acquisition offer from Czech investment group PPF IM Limited remains unchanged at €7.00 ($8.20) per share in cash.
MFE already holds around 30 percent of ProSiebenSat.1, and has framed its takeover as a strategic step toward building a pan-European media company. In a recent statement, CEO Pier Silvio Berlusconi emphasized that the revised offer was not a reflection of the inadequacy of the original bid but underscored MFE’s continued support for the German broadcaster and the long-term potential of a consolidated European media group.
Germany’s culture minister said on Saturday he had invited Italian media magnate Pier Silvio Berlusconi to a meeting to discuss his company’s bid to buy TV group ProSiebenSat.1, adding the German firm’s journalistic independence must be preserved.
“A change of ownership at a media group like ProSiebenSat.1 would be far more than business as usual. The potential takeover would influence the media power structure of our country,” Minister of State for Culture Wolfram Weimer
ProSiebenSat.1 CEO Bert Habets welcomed the increased offer, calling it a signal of MFE’s commitment to the company. “We will thoroughly assess the increased offer as well as value creation potentials mentioned in the press release of MFE,” Habets said. He reiterated the company’s openness to pan-European cooperation and confirmed that ProSiebenSat.1’s executive and supervisory boards will issue a formal response after reviewing the amended offer documentation.
Germany’s culture minister Wolfram Weimer has invited Berlusconi to Berlin for talks following the summer break to discuss the implications of the potential takeover. “A change in ownership must not lead to a restriction of journalistic independence,” Weimar told Reuters. “Media power is never neutral – whoever buys it bears political responsibility.”
MFE already controls Mediaset, Italy’s largest TV broadcaster, and Spain’s No. 1 commercial network Telecinco. With the addition of Pro7, MFE would become the third-largest commercial TV company in Europe, behind RTL (owned by German media giant Bertelsmann) and the U.K.’s ITV.
In contrast with other legacy broadcasters, which are pivoting to streaming to try and compete with global giants like Amazon and Netflix, MFE has doubled down on the free-to-air commercial TV model. Betting that in-country consolidation will be blocked by national regulators — several attempts to merge the No. 1 and No. 2 commercial networks in individual territories have indeed been shot down by anti-trust authorities — MFE has moved to achieve scale by combining major networks in different countries.
MFE estimates that the consolidation of ProSiebenSat.1’s operations with its Italian and Spanish businesses could generate up to €419 million ($491 million) in additional annual EBIT by the fourth year of implimentaiton, driven primarily by advertising, technology, and data synergies. The group says it will need to make a one-off investment of around €145 million ($170 million) to realise these efficiencies.
The acceptance period for both the MFE and PPF offers is scheduled to close on August 13, unless extended under German takeover law.