ProSiebenSat.1 Media AGs Executive Board and Supervisory Board State Positions on Tender Offer
Munich, February 6, 2007. Today, as prescribed by law, the Executive Board and Supervisory Board of ProSiebenSat.1 Media AG released their respective position statements on the tender offer by Lavena Holding 4 GmbH, in compliance with Sec. 27 of Germanys Securities Acquisition and Takeover Act. Lavena Holding 4 GmbH is controlled by funds advised by KKR and Permira.
In its statement, the Executive Board states that the consideration offered is sufficient to meet legal requirements. Regarding the price of EUR 22.45 offered for ProSiebenSat.1 preferred stock, the Executive Board concludes that based on the development of the stock exchange price and the expectations of equity research analysts, this consideration does not match the stocks full value even though it is adequate within the meaning of the legal requirements. Regarding the common stock, the Executive Board assumes that the price of EUR 28.7145 per ProSiebenSat.1 common share was the result of negotiations between the bidder and German Media Partners L.P. and that this price contains a premium for gaining control over the Company. Taking this into consideration, the Executive Board believes that the offer price for the ProSiebenSat.1 common shares is adequate.
The Supervisory Board through its three-member committee concurred in the Executive Boards finding. The committee was established to avert any conflict of interest in light of many Supervisory Board Members associations with German Media Partners L.P.
Neither the Executive Board nor the Supervisory Board made a recommendation whether shareholders should accept or decline the offer.
Lavena Holding 4 GmbH is offering EUR 22.45 per preferred share, cash (securities ID numbers: WKN 777117, ISIN DE0007771172). This amount is equivalent to the stocks weighted average trading price over the past three months prior to the publication on December 14, 2006, of Lavena Holding 4 GmbHs decision to make a tender offer. On the same day, Lavena Holding 4 GmbH and German Media Partners L.P. had signed a share purchase agreement for the acquisition of all common and preferred stock of ProSiebenSat.1 Media AG held indirectly by German Media Partners L.P. Once that purchase is consummated, Lavena Holding 4 GmbH will hold around 88 percent of the voting common stock and around 13 percent of the non-voting preferred stock or approximately 50.5 per cent of the registered share capital of ProSiebenSat.1 Media AG. The acquisition is still subject to certain conditions, including approval by the antitrust authorities and media regulators.
Lavena Holding 4 GmbH is offering EUR 28.7145 per share for the common stock, a figure consistent with the purchase price agreed upon for the purchase of German Media Partners L.P.s common stock.
The acceptance period for the tender offer began on January 30, 2007 and will end on March 19, 2007. It will be followed by a two-week additional acceptance period, presumably from March 24 to April 10, 2007. The tender offer is subject to approval of the transaction by the antitrust authorities and media regulators.
The position statements by the Executive Board and Supervisory Board of ProSiebenSat.1 Media AG per Sec. 27 of the Securities Acquisition and Takeover Act were released on the Internet today at www.prosiebensat1.com. They are available there in German and in an English translation.