ProSieben says share offer too low

KKR, Permira have bid to buy remaining stock

BERLIN — ProSiebenSat.1 execs on Tuesday expressed disappointment with the recent offer made by KKR and Permira for the broadcasting group’s remaining shares.

Following their successful Euros 3 billion ($4 billion) bid in December for a controlling stake in ProSiebenSat 1, the private equity companies acquired 50.5% of ProSiebenSat 1’s share capital, including 88% of common shares and 13% of preference shares, from German Media Partners, a holding operated by Israeli-American tycoon Haim Saban and his partners.

KKR and Permira last month launched a public offer for the remaining shares in Germany’s biggest broadcaster — currently valued at $7.2 billion. The private equity groups are offering minority shareholders $29 per listed, non-voting preference share and $37.25 per common voting share.

In a carefully worded statement released Tuesday, ProSiebenSat 1’s executive board said the offer by Lavena Holding 4 — a joint company set up by KKR and Permira — was “sufficient to meet legal requirements,” but said the tender for preference shares did not “match the stock’s full value” in view of the development of company shares on the stock market and of analyst expectations. Only non-voting shares are publicly traded.

Regarding Lavena’s offer for the key common shares, execs said the offer was the result of negotiations between KKR and Permira and German Media Partners, the holding company operated by Israeli-American tycoon Haim Saban and his partners, adding that the price was “adequate.”

ProSiebenSat 1’s supervisory board concurred with the executive board’s opinion. Neither board made a recommendation to shareholders to accept or decline the offer.

The offer runs through March 19, with an additional two-week acceptance period planned from March 24 to April 10.

KKR and Permira’s takeover remains subject to approval by antitrust and media watchdogs, although a greenlight is widely expected. Companies plan to merge ProSiebenSat 1 with SBS Broadcasting, which they also control, to create a pan-European TV broadcaster rivaling Bertelsmann RTL Group.

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