MFE-MediaForceEurope, the television holding of Italy’s Berlusconi family, has launched a public tender offer for the stake of German broadcaster ProSiebenSat.1 Media it doesn’t own.
The company already holds 30% of ProSieben but said in an announcement today that it wants to gain the “flexibility and optionality” that would come with greater control. The move would also create a pan-European broadcaster with operations across Italy, Spain and Germany.
MFE expects to offer ProSieben shareholders who tender their shares during the offer period an consideration equal to the volume-weighted average price of ProSieben shares over the past three months, as calculated by the German Federal Financial Supervisory Authority.
That’s the minimum price allowed by law.
Some 78% of the offer price will be paid in cash and 22% of in newly issued MFE Class A shares.
According to news reports, MFE secured €3.4 billion ($3.65 billion) in loans late last year to finance its international expansion plans. Reuters reported today that the price offered for ProSieben is expected to amount to around 5.7 euros a share, for a market value of 1.5 billion euros.
The takeover offer will be subject to customary closing conditions including market and business-related material adverse change clauses and regulatory approval.
ProSieben said its Executive Board and the Supervisory Board of ProSiebenSat.1 “will carefully review the offer … and will subsequently issue their reasoned opinion.”
Separately today, MFE inked a deal with an unspecified ProSieben shareholder to accept the takeover offer for a portion of the ProSieben shares held. That will boost MFE’s stake to over 30%, which makes a tender offer for the rest of the company mandatory.
MFE — which is led by Pier Silvio Berlusconi, son of the late Italian prime minister and media mogul – is looking to bulk up in the face of competition from U.S. streamers and softer advertising. Consolidating ProSieben, it said, would allow it to “contribute more actively to the development of ProSieben’s strategic direction in the future. It is the aim of MFE 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.”
“As a strong industrial and reliable partner, MFE is committed to provide full support to ProSieben, that would result in long term value creation for all shareholders.”
MFE said it intends to “support” ProSieben in divesting non-core assets.
