BERLIN — Haim Saban’s Los Angeles-based Saban Capital Group said Monday it would make a cash tender offer for all outstanding shares of ProSiebenSat.1, Germany’s biggest network, in accordance with German takeover laws.
Move follows the completion of Saban Capital’s transaction Monday for 72% of the voting shares in ProSiebenSat.1 from the insolvent Kirch Media, an acquisition that makes Saban one of the two main players in Germany’s commercial TV market alongside Bertelsmann’s RTL Group.
ProSiebenSat.1’s publicly listed stock includes only non-voting preference shares. Saban’s offer, to be made in the next four weeks, will be based on the average share price of the last three months, or about $6.90 — less than the shares’ current price of $8.56.
Saban Capital said it did not intend to convert the preference shares into vote-wielding ordinary shares, a move Kirch Media creditors had entertained before Saban’s second bid for the network was approved Aug. 5.
Analysts have said it is unlikely that many shareholders would take the offer. Some investment firms said they would consider legal measures against the low offer.
Saban, who is expected to get an additional 16.5% voting stake from a separate Kirch Media holding co-owned by German publisher Axel Springer, does not need ProSiebenSat.1’s publicly listed stock.
Saban Capital also confirmed it would put up 280 million euros ($318 million) for ProSiebenSat.1’s capital increase, replacing the previous guarantee by Kirch Media and its creditor banks to provide the much-needed capital injection.
“We are pleased to have completed this agreement with Kirch Media and to enter one of the world’s most exciting media markets,” Saban said in a statement. “ProSiebenSat.1 has outstanding assets and a talented employee base. By providing enhanced capital resources and necessary stability, we are confident that ProSiebenSat.1 has the potential to become the most successful television broadcasting company in Europe. We are looking forward to working together with the management team headed by Urs Rohner on the future of the channels.”
Rohner, ProSiebenSat.1’s CEO, welcomed the return of a “clear and stable ownership structure,” adding that the company had gained “extremely professional and internationally experienced partners with whom we will significantly increase the speed of our business processes. For us a new and exciting chapter of our company history is starting today. We have been looking forward to this for a long time and have great expectations.”
The acquisition, planned tender offer and capital increase are being financed by Saban Capital and equity investors Bain Capital, Hellman & Friedman, Thomas H. Lee Partners, Providence Equity Partners, Quadrangle Group and Alpine Equity Partners. Saban Capital was advised on the transaction by Alpine Capital Group and JP Morgan.
Saban already won the approval of federal antitrust authorities and the regulatory Commission on Concentration in the Media (KEK) following his first bid for the assets, which collapsed in June after Saban failed to meet transaction deadlines.