“We love to entertain you” is the advertising slogan of the broadcaster Pro Sieben: “We love to entertain you.” Entertainment is currently not only provided by the television programme, but above all by the television company Pro Sieben Sat 1 itself. A veritable power struggle and public exchange of blows is underway. On the one hand there is the company’s board of directors, headed by Rainer Beaujean, 53, and the supervisory board, on the other hand the major shareholder Media for Europe, i.e. the media company of the controversial former Italian Prime Minister Silvio Berlusconi, 85, which was formerly called Mediaset.
The core of the conflict: The Italians want to set up a Europe-wide television company together with Pro Sieben Sat 1 and are not ruling out a further increase in the stake, the Germans are vehemently opposed to this and absolutely want to remain independent. Cross-border platforms don’t work in the media business, so the argument goes. The dispute, which has also been publicly held in recent weeks, was the dominant topic at the Pro Sieben Sat 1 general meeting this Thursday. The shareholders’ meeting took place digitally and was broadcast from Eisbach Studios in East Munich, where films and television series are normally produced.
Investors are concerned about the growing proportion of Italians
Several shareholders openly criticized Media for Europe’s behavior and turned primarily against Berlusconi as a person. “We expressly endorse the company’s strategy,” said Dagmar Bergdolt from the DSW shareholders’ association, calling on other shareholders to support the company in resisting Berlusoni. Investor Deka Investment is also skeptical about the increasing influence of MFE. “We are concerned about the growing stake held by the Italian major shareholder, as neither the strategy nor the intentions are clear,” said Ingo Speich, Head of Sustainability and Corporate Governance at Deka Investment. He added: “We call on Media for Europe to show their colors.” Representatives of Media for Europe or Berlusconi himself did not speak.
According to Beaujean, the Italians have not yet explained what the future strategy should look like. “Consequently, we have no information as to whether and how a takeover could look like,” said the CEO. Developments are being observed “very carefully” and applicants, for example for the planned large newsroom, are already asking critical questions about Berlusconi’s future. Beaujean also vehemently rejected a merger with German competitor RTL. RTL boss Thomas Rabe had brought this up several times.
Rainer Beaujean has been with Pro Sieben Sat 1 since 2019 and insists on independence.
(Photo: Pro Sieben Sat 1)
Just the evening before the shareholders’ meeting, Media for Europe had once again broadcast a clear vote of no confidence and publicly announced that it did not want to exonerate the supervisory board. MFE had repeatedly felt ignored when it came to personnel decisions – for example when Beaujean extended his contract or the successor plan at the top of the supervisory board. At the same time, Media for Europe described itself as a long-term oriented shareholder who supported Pro Sieben Sat 1’s new strategy. One has no intention of interfering operationally in the media business.
It had previously been proposed that the discharge of the members of the Management Board and the Supervisory Board should be voted on individually and not in a lump sum. Pro Sieben Sat 1 rejected this. The outgoing head of the supervisory board, Werner Brandt, justified this with “the current market practice in Germany”. Only 14 out of 90 Dax and MDax companies would handle it this way.
A merger is “seemingly easy, but not right”
There was confusion on Thursday about the exact ownership structure. Media for Europe officially announced in mid-March that the threshold of 25 percent in Pro Sieben Sat 1 had been exceeded. According to a spokesman, the proportion is between 25 and 30 percent. CEO Beaujean said that there had been “at no point in time” a voting rights notification according to the Securities Trading Act, after which 25 percent of the voting rights had been reached or exceeded. If a report was omitted in breach of duty, the financial supervisory authority Bafin would have to investigate, but there are currently no inquiries from the authority.
Shortly before the start of the shareholders’ meeting, Beaujean had upped the ante again. “We can do it alone,” he said of Media for Europe’s ambitions. Pro Sieben Sat 1 is growing successfully and is pursuing its own strategy. He repeatedly rejected the formation of a joint venture with Media for Europe. This is “a seemingly easy way forward, but not the right one”.
Shouldn’t be on Pro Sieben Sat 1: Interview with the Russian Foreign Minister Lavrov (left) on the Berlusconi channel Rete 4.
(Photo: Screenshot RETE4)
And he also had a tip against the major shareholder ready. An interview with Sergey Lavrov on the Berlusconi channel Rete 4 caused criticism around the world. The Russian foreign minister was allowed to spread Russian war propaganda and absurd Nazi comparisons unchallenged. “It would certainly not happen with us. We would not offer such a stage,” said Beaujean. That too is a clear criticism of Media for Europe. So far, Silvio Berlusconi has been very close to Russian President Putin.
Pro Sieben Sat 1 is active in Germany, Austria and Switzerland with a total of 15 stations and the streaming platform Joyn. There are also a number of Internet businesses such as the dating platform Parship-Meet, the comparison portal Verivox and Billiger-mietwagen.de. In 2021, sales were 4.5 billion euros.