MFE raises offer for ProSiebenSat.1 shares
July 28, 2025 07.51 Europe/London By Jörn Krieger

MFE-MediaForEurope, the Italian media company controlled by the Berlusconi family, has raised its offer for shares in German broadcaster ProSiebenSat.1, reinforcing its ambition to create a pan-European television group.

The revised bid increases the share component of its voluntary public takeover offer from 0.4 to 1.3 MFE A shares per ProSiebenSat.1 share, while maintaining the cash portion at €4.48. Based on the most recent MFE share price, this brings the total value of the offer to €8.62 per share – a 22% premium on ProSiebenSat.1’s closing share price on 25 July, and up to 56% higher than the six-month average leading up to the initial offer announcement in March.

The new terms, which become effective upon publication of a formal offer amendment on 28 July, mark a significant escalation in MFE’s efforts to consolidate its position as the largest shareholder in ProSiebenSat.1 and push forward its long-term strategy of building a unified European broadcasting powerhouse.

In a statement accompanying the offer, MFE CEO Pier Silvio Berlusconi reaffirmed the company’s commitment to an “industrial, not financial” strategy for the broadcaster. “We are moving forward decisively and continue to believe in our pan-European broadcaster project,” said Berlusconi. “This is not because the initial bid was inadequate, but because we have supported this industrial project for years.”

Berlusconi underscored the need for strategic renewal at ProSiebenSat.1, citing underwhelming business results as a catalyst for action. “Rather than seeking total control, we are looking for the flexibility to provide clear direction based on a shared vision,” he added. “What is needed is a strong, locally rooted European group of sufficient size to compete globally.”

He pledged to uphold editorial independence and national identities, promising continuity with MFE’s values in Italy and Spain, including business ethics, freedom of information, and employment protection.

MFE estimates that the consolidation of its operations with ProSiebenSat.1 could generate up to €419 million in additional annual EBIT by the fourth year, driven primarily by advertising, technology, and data synergies. The group anticipates one-off costs and investments of up to €145 million to realise these efficiencies.

The revised offer is fully financed and structured to apply to all outstanding ProSiebenSat.1 shares not already held by MFE, avoiding the pro-rata limitations of a competing partial offer from Czech investment firm PPF. Shareholders who have previously accepted either offer are allowed to withdraw and switch following the offer amendment.

To support the increased bid, MFE has secured 12.5 million additional A shares under an escrow agreement with its controlling shareholder Fininvest and BNP Paribas, valued at over €35 million. Fininvest will not receive any fee for making these shares available but will be indemnified should any be used in the transaction.

According to MFE, its proposal would significantly benefit its own shareholders, projecting earnings per share growth of over 50%, or up to 80% if the offer is fully subscribed.

MFE’s push for greater influence over ProSiebenSat.1 has raised concerns in Germany, particularly around editorial independence. German Culture Minister Wolfram Weimer recently warned of a potential erosion of journalistic autonomy should the Berlusconi-controlled MFE gain a controlling stake in the broadcaster.

Nonetheless, Berlusconi remains undeterred, challenging critics to present a better alternative. “To date, ours is the only concrete project for an independent, credible and competitive European broadcaster,” he asserted.

The acceptance period for the revised offer runs until 13 August. Full documentation and legal disclosures are available via MFE’s investor relations website.

ProSiebenSat.1 reacted positively to the move: “We welcome the announced increase of the offer consideration, which underscores MFE’s long-term investment and continued commitment to ProSiebenSat.1. We will thoroughly assess the increased offer as well as value creation potentials mentioned in the press release of MFE,” Bert Habets, CEO of ProSiebenSat.1, said in a statement. “We support the cooperations across the media industry and a pan-European project, working closely together also with MFE, and look forward to continuing joint discussions.”

Following publication and review of the formal amendment of the offer, the Executive Board and the Supervisory Board of ProSiebenSat.1 will issue their respective legally required reasoned statement on the amended offer announced by MFE.

BTN Views: MFE’s revised offer directly counters a rival bid from Czech investor PPF, which has proposed an all-cash offer of €7.00 per share for up to 13.6% of ProSiebenSat.1. While PPF’s offer provides immediate liquidity, it is capped and subject to pro-rata allocation, meaning not all shares tendered may be accepted.

In contrast, MFE’s upgraded bid values each share at €8.62 – combining €4.48 in cash and 1.3 MFE A shares – and is open to all remaining shares. It represents a 23% premium over PPF’s offer and includes a long-term industrial strategy focused on synergies in advertising, tech and data.

For shareholders prioritising certainty and liquidity, PPF’s offer may appeal. Those seeking higher returns and long-term growth potential may favour MFE’s proposal.