ProSieben’s boards balk at bid price

Move not expected to affect deal

The executive and supervisory boards of Haim Saban’s ProSiebenSat.1 have given an official but ostensibly harmless thumbs down to publishing giant Axel Springer’s offer for the company’s outstanding shares in its takeover bid for the TV group.

Move is not expected to affect the deal and is seen as a mere formality.

In view of ProSiebenSat.1’s current stock price of €14.38 ($17.30), company’s executive and supervisory boards said Springer’s offer of $16.98 per share for outstanding nonvoting preference stock “does not reflect the full value of the ProSiebenSat.1 preference share.”

In a statement released Friday the boards nevertheless confirmed that the offer met the legal requirements according to German takeover law, reflecting the company’s average share price for the three months preceding the deal’s announcement.

Springer is seeking a complete takeover of ProSiebenSat.1 for a total of $4.9 billion. It has agreed to buy the 88% of voting common stock owned by Saban and his partners for some $3 billion, and is also offering minority shareholders $16.98 per share for the publicly traded nonvoting preference stock.

Although Saban and Springer CEO Mathias Doepfner are both supervisory board members, company said the board appointed three independent members to submit its statement regarding Springer’s offer.

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