There was a lot of surprise and anger at the headquarters of Pro Sieben Sat 1. The major shareholder from Italy, Media for Europe (MFE, formerly Mediaset), sent out a message early on Thursday last week that was quite something – and it affected the Munich-based company TV station with its 7,200 employees was understood as a clear declaration of war against the board of Pro Sieben Sat 1 under Bert Habets and against the chairman of the supervisory board Andreas Wiele.
It’s about the largest private broadcasting group in Germany – next to RTL. Chief supervisor Wiele had approached the Italians just a day earlier and had signaled in the SZ interview that, as requested by MFE, the sale of shareholdings would be addressed. “You can expect us to make intensive sales efforts this year,” he announced. The Italians are now demanding that shareholders vote on a break-up at the upcoming general meeting on April 30th. That’s the showdown.
“The aim of the proposed resolution is to accelerate the separation of business activities and the focus on the core business,” said MFE boss Pier Silvio Berlusconi, the son of former Italian Prime Minister Silvio Berlusconi, who died in June 2023. In addition to the channels and the Joyn platform, Pro Sieben Sat 1 includes Flaconi, Parship,billiger-Mietwagen.de, Jochen Schweizer, Mydays and the comparison portal Verivox.
The question is whether the other major shareholder also supports the plans
If the Italians get away with this, two listed companies would be created. This would require a majority of 75 percent of the votes of those entitled to vote at the general meeting. MFE owns almost 30 percent of the shares. The second major investor, the Czech investment company PPF, says it now holds more than 15 percent. “We have seen MFE’s proposal and will study it,” PPF said. If the Czechs also vote for it, the two would have a total of 45 percent of the shares. However, it is unclear how high the share of voting rights will actually be in the end. If the attendance, i.e. the number of shareholder votes present, at the general meeting is less than 60 percent, the application might have a chance of success.
He is putting pressure on: Pier Silvio Berlusconi, head of Media for Europe and son of the former Italian right-wing populist politician Silvio Berlusconi.
(Photo: Italy Photo Press/imago images)
There is also a dispute about the composition of the supervisory board: PPF, like MFE, opposes the proposals of chief supervisor Wiele and proposes Christoph Mainusch, who worked for RTL 2 and RTL Croatia, among others, as an independent supervisory board of Pro Sieben Sat 1. The Italians also announced that they would nominate two of their own candidates for the Pro-Sieben-Sat-1 supervisory board. In addition, the former auditor and corporate governance expert Rolf Nonnenmacher should be voted out and replaced by another auditor, demands MFE. Nun maker is deputy chairman of the supervisory board. MFE already has a supervisory board member, Katharina Behrends, governor of Germany. Another supervisor, Thomas Ingelfinger, is attributed to the Italians. PPF is also already represented on the supervisory board with Klára Brachtlová.
Pro Sieben Sat 1 is now working feverishly on an answer and a defense strategy. The counterproposals for the general meeting are expected to be officially published this week, after which Pro Sieben Sat 1 will have to comment on them in detail. It is expected that the television company wants to continue on its planned path: Habets and CFO Martin Mildner want to divest from the digital investments gradually and not at a lower value. These are bundled in a separate holding company, in which the financial investor General Atlantic also has a stake.
Well over half of Pro Sieben Sat 1’s sales come from the television and streaming business. In the group, however, the existing synergy effects between the two areas are pointed out, so commercials for the digital brands are broadcast on the channels. However, Wiele also emphasized in the SZ interview: “A conglomerate that is active in many areas has never worked, especially not in the media business.”
Heidi Klum moderates one of the most important shows on Pro Sieben Sat 1: Germany’s Next Top Model.
(Photo: Richard Shotwell/dpa)
There is speculation that after a split, MFE could make a takeover offer for the television business, the area in which the Italians are actually interested. When asked whether MFE was planning such an offer, company boss Berlusconi indicated that it would Corriere della Sera, this would only be possible if Pro Sieben Sat 1 outsourced the activities that are not part of its core business. “A takeover offer that also extends to companies that we know little about? And that have little to do with our core business?” he asked rhetorically.
The former Pro-Sieben-Sat 1 boss Thomas Ebeling had built up the digital business in order to make himself more independent of fluctuating advertising revenues. Initially, commercials were shown on the company’s channels, and in return Pro Sieben Sat 1 received shares in the companies. Then purchases were made specifically. Pro Sieben Sat 1 was once one of the 30 most valuable DAX companies, and the share is now listed in the SDax small-cap index. The company is currently only worth a good 1.4 billion euros.