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Plan B gets bashed

Kirch shareholders demand new investor

BERLIN — Minority shareholders blasted a go-it-alone plan presented Monday by Teutonic broadcasting group ProSiebenSat 1, insolvent parent Kirch Media and creditor banks, saying the troubled company needed a strong investor.

Daniela Bergdolt, of shareholders’ protection body DSW, said the much ballyhooed Plan B, under which Kirch creditor banks will invest in the broadcaster and wait until the climate for selling the bankrupt media giant improved, was “an emergency measure.”

She said it was vital ProSiebentSat 1 find a partner or investor, after Haim Saban pulled out of the acquisition earlier this month, and she predicted “troubled times will continue.”

While ProSiebenSat 1 has closed the ratings gap on rival RTL, Bergdolt warned it lacked heavy hitters like “Who Wants to Be a Millionaire” that keep RTL on top.

Board hit

Shareholders also criticized ProSiebenSat.1’s new supevisory board members, including chairman and Kirch insolvency administrator Michael Jaffe, Kirch chief exec Hans-Joachim Ziems and former Kirch co-chief Wolfgang van Betteray.

“I can’t imagine any kind of corporate stimulus from such a supervisory board,” said Klaus Schneider, head of SdK, another shareholder watchdog.

Former RTL Television boss Helmut Thoma, who had been a candidate for the board and hailed as a potential savior for the group, pulled out of the running because of his business ties to RTL parent Bertelsmann.

Meanwhile, Ziems played down reports that Kirch Media would be liquidated following implementation of the plan, adding, “Kirch Media will remain as a holding for the next 10 to 12 years.”

No-buy zone

Ziems said Kirch Media would continue to sell film, TV, Internet and DVD rights, but that the company would no longer buy product. ProSiebenSat.1 will now be solely responsible for its own acquisitions.

Plan B was developed by the broadcaster with Kirch Media and its creditor banks. It includes a 10-year programming deal for 2,000 titles from Kirch Media’s vast library and a restructuring plan that entails a capital increase of up to e300 million ($356 million), cutting nearly $1.1 billion of debt and a greater say for minority shareholders.

The rest of the 18,000 films and TV series are to be put on the block, a move Kirch execs had hoped to avoid.

“We have to reduce our net debt,” said chief executive Urs Rohner at the company’s annual general meeting in Munich. “Also, we want to regain room to maneuver to fund new growth with the capital hike.”

Stocking up

The broadcasting group is looking to achieve its goals through a capital increase of 97.2 million new shares either later this year or in the first quarter of 2004.

Kirch Media is set to maintain its majority in ProSiebenSat 1 by injecting $178 million into the broadcaster, while creditor banks have agreed to underwrite a further $178 million if the new share increase fails to rally shareholders. Creditors — Commerzbank, Bayern LB, HVB Group and DZ Bank — could take a 3% stake each in ProSiebenSat.1.

Rohner welcomed the new plan, which effectively ends any more bids for the Kirch Media assets. “This is a good solution and it is designed to last two or three years,” he said. “The operative business can and will come into focus now.”

Offer in the making

Despite that, Italo Prime Minister Silvio Berlusoni’s broadcast group Mediaset and Gallic network TF1 have joined forces with Saudi Prince Al Waleed bin Talal and U.S. merchant bank Lehman Brothers to mull making a new offer for ProSiebenSat 1, Reuters-Italia news agency reported Monday.

(Cecilia Zecchinelli in Milan and Associated Press contributed to this report.)

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