PPF maintains its all-cash offer for ProSiebenSat.1 at EUR7 per share

PPF maintains its all-cash offer for ProSiebenSat.1 at EUR7 per share

• PPF acknowledges MFE-MEDIAFOREUROPE N.V.’s (MFE) increased offer in response to PPF's all-cash Offer of EUR 7 per share
• PPF all-cash offer of EUR 7 per share compares favorably to MFE’s revised offer because it provides absolute certainty of value to current shareholders, whereas MFE’s complex proposal does not due to its possibly illiquid and uncertain share value, and its limited cash component of EUR 4.48 per share
• PPF remains convinced that its strategy for an independent ProSiebenSat.1 is superior to the European Media Consolidation Vision of MFE
• ProSiebenSat.1 shareholders should weigh their options carefully given the significant differences between the offers of PPF and MFE
• PPF’s Offer of EUR 7 per share is its best and final offer and will end on 13 August 2025, with payment of the all-cash offer price expected no later than 28 August 2025
• PPF is pleased that our Offer helped to raise the value of ProSiebenSat.1 for all shareholders, as evidenced by the improved MFE offer.

PPF IM LTD, an indirect subsidiary of industrial holding PPF Group N.V. (collectively “PPF”), announces that it will maintain its public acquisition offer in the form of a partial offer (the "Offer") to the shareholders of ProSiebenSat.1 Media SE (“ProSiebenSat.1”) at EUR 7 per share. PPF will not raise the Offer price. The current Offer represents PPF's best and final offer.

PPF’s Offer provides shareholders with an immediate and certain opportunity to monetize their investment. The competing offer of MFE lacks certainty regarding the value of the share component in the offer and bears the risk of depending, for example on the synergy realization proclaimed by MFE.

“We are pleased that our Offer triggered a significantly improved offer by MFE creating more value for all ProSiebenSat.1 shareholders. However, we ask shareholders to weigh their options very carefully because the two offers differ substantially. MFE A shares have been relatively illiquid in the past, and it is uncertain if shareholders can realize their full implied value at the time of sale. We are convinced that our Offer compares favorably, because we offer a superior cash component (EUR 7 versus EUR 4.48) and we regard the transformation of an independent ProSiebenSat.1 as the most viable path to value creation for outstanding shareholders,” said Kasper Taczek, Investment Director at PPF Group.

All regulatory conditions for PPF’s offer have been met. Payment of the all-cash offer price is expected no later than 28 August 2025. In contrast, MFE’s offer will be subject to US regulatory approval if it leads to a shareholding of at least 50% in ProSiebenSat.1. Such a clearance process would significantly delay settlement and payment.

PPF’s public tender offer remains open until 13 August 2025, 24:00 (CET). Shareholders who wish to accept PPF’s transparent, all-cash and non-controlling offer are encouraged to promptly contact their custodian bank or securities service provider.

The offer document and a non-binding English translation, alongside other information pertaining to the Offer are available on the following website: https://www.prism-offer.com.

Shareholders can call the dedicated hotline on +49 69 92014 9707 (Monday - Friday from 9.00am to 5.30pm CET) or email Prism_Offer@emberapartners.com if they have any questions regarding the Offer and how to accept it.
 

Notes for Editors:

PPF Group, a family-owned and diversified international industrial holding, operates in 25 countries in Europe, Asia, North America, and South Africa, across multiple sectors, including media, telecommunications, financial services, real estate, e-commerce, and engineering. PPF’s media division CME runs TV and digital media companies in six countries and operates the region-wide SVOD platform Voyo (Subscription Video on Demand). CME’s recently launched Oneplay platform on the Czech market integrates over-the-top video streaming and paid live television for 1.4 million subscribers. PPF owns assets to the value of EUR 41.7 billion and employs 45,000 people globally (31 December 2024).

Contact:
Leoš Rousek
PPF Group Head of Communications
T +420 224 174 214
media@ppf.eu
 

Important notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in ProSiebenSat.1. The terms of the Offer as well as other provisions relating to the Offer are set out in the offer document approved for publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of ProSiebenSat.1 shares are strongly advised to read the offer document and all other documents relating to the Offer, as they contain important information.

The Offer is exclusively subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.