Executive and Supervisory Board of ProSiebenSat.1 Media AG publish statements on Tender Offer
Munich, September 30, 2005. Today, the Executive Board and Supervisory Board of ProSiebenSat.1 Media AG published their reasoned statements on the tender offer by Axel Springer AG as required under Sec. 27 of the German Securities Acquisition and Takeover Act.
To prevent possible conflicts of interest in light of the connections of various Supervisory Board members to Axel Springer AG and P7S1 Holding L.P., the Supervisory Board charged a committee comprising three independent members to submit the Supervisory Board's statement.
In its statement, the Executive Board concluded that the offer price of EUR 14.11 in cash per preference share meets the statutory requirements for the consideration to be offered by the Bidder. The Supervisory Board concurred in this finding of the Executive Board.
Irrespective of compliance of the offer price with applicable legal requirements, the Executive Board and the Supervisory Board also take the view that the offer price does not reflect the full value of the ProSiebenSat.1 preference share.
Neither the Executive Board nor the Supervisory Board made a recommendation whether shareholders should accept or decline the offer. For further details, reference is made to the full wording of the statements.
Axel Springer AG is offering the statutory minimum price of EUR 14.11 in cash per preference share (securities ID numbers: WKN 777117, ISIN DE0007771172). This amount is equivalent to the volume-weighted average trading price of the preference shares over the past three months prior to the publication on August 5, 2005, of Axel Springer AGs decision to make a tender offer. At the same date, Axel Springer AG and P7S1 Holding L.P., the current majority shareholder of ProSiebenSat.1 Media AG, had signed a share purchase agreement for the acquisition of all common and preference shares in ProSiebenSat.1 Media AG held directly or indirectly by P7S1 Holding L.P.. Once that purchase is consummated, Axel Springer AG will hold all common stock of ProSiebenSat.1 Media AG. The acquisition is still subject, inter alia, to clearance of the transaction by antitrust and media supervision authorities.
Axel Springer AG is offering EUR 23.37 per share for the common stock, a figure consistent with the purchase price agreed upon for the purchase of P7S1 Holding L.P.s common stock. However, it is to be expected that no common shares will be tendered, since all common stock not already held indirectly by Axel Springer AG are to be transferred under the share purchase agreement concluded with P7S1 Holding L.P.
The acceptance period for the tender offer began on September 16, and will end on October 14, 2005. It will be followed by a two-week additional acceptance period, presumably from October 21 to November 3, 2005. The tender offer is subject to clearance of the transaction by antitrust and media supervision authorities, too.
The reasoned statements of the Executive Board and the Supervisory Board of ProSiebenSat.1 Media AG are available, together with an English translation, on the internet at www.prosiebensat1.com. Copies can be obtained, free of charge, from ProSiebenSat.1 Media AG (Investor Relations; orders by phone at 08000-777 117).
Contact:
Katja Pichler
Corporate spokesperson
ProSiebenSat.1 Media AG
Medienallee 7
D-85774 Unterföhring
Phone +49 (89) 95 07-11 80
Fax +49 (89) 95 07-11 84
email: Katja.Pichler@ProSiebenSat1.com