The Executive Board and the Supervisory Board of ProSiebenSat.1 Media have welcomed the partial public acquisition offer made by PPF, an indirect subsidiary of PPF Group, but say they consider the offer price “inadequate from a financial point of view”.The boards have thus decided not to make a recommendation regarding the acceptance of the offer by shareholders.Under its offer, PPF offers 7.00 Euro per share in cash for the acquisition of up to approx. 31.8 million ProSiebenSat.1 shares (corresponding to approx. 13.64 per cent of the ProSiebenSat.1 share capital). The offer price represents a premium of approx. 17.4 per cent to the closing price of 5.97 Euro on May 9, 2025, the last trading day prior to the announcement of the offer, and a premium of approx. 21.7 per cent to the calculatory offer price of 5.75 Euro of the voluntary public takeover offer made by MFE on May 8th.After review of the offer document dated June 4th, the Executive Board and the Supervisory Board welcome the elevated commitment of PPF as strategic major shareholder as well as the confirmation of its continued support for the Executive Board and the execution of its strategy.However, taking into account the strategic transformation and future prospects of ProSiebenSat.1, the Executive Board and the Supervisory Board have concluded that the offer price does not adequately reflect the earnings potential and long-term value of ProSiebenSat.1 and, thus, is inadequate.At the same time, the Executive Board and the Supervisory Board note that the PPF offer provides ProSiebenSat.1 shareholders interested in a short-term monetisation of their shares with an extended downside protection through offering the opportunity to sell their ProSiebenSat.1 shares at the offer price (subject to a potential pro rata allocation due to the limited volume of the offer) in a currently volatile market environment until the end of the acceptance period of the offer on August 13th.The Executive Board and the Supervisory Board acknowledge that the decision by ProSiebenSat.1 shareholders with regard to the PPF offer may be impacted by multiple factors, inter alia, their individual investment horizon, individual asset allocation preferences, expectations regarding the general market environment and other factors influencing the stock exchange price of the ProSiebenSat.1 shares. The Executive Board and the Supervisory Board can therefore neither recommend that the ProSiebenSat.1 shareholders accept nor that they do not accept the offer, which is why they are not making a recommendation.As the offer document for the PPF offer has been published during the acceptance period of the voluntary public takeover offer made by MFE, it qualifies as a competing offer within the meaning of the WpÜG. The acceptance periods of both offers will therefore end simultaneously on August 13th.
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