ProSiebenSat.1 secures support in battle with MFE

Source: ProSiebenSat.1

German broadcaster ProSiebenSat.1 has secured the support of two shareholder adviser outfits ahead of a key battle with its leading shareholder MediaForEurope over strategy and the composition of its board.

Proxy advisers ISS and Glass Lewis have backed ProSiebenSat.1 management and recommended that shareholders vote against proposals by MFE and Czech investor PPF ahead of the Germany group’s annual shareholder meeting on April 30.

MFE, ProSiebenSat.1’s leading shareholder with close to a 30% stake, wants the Germany broadcaster to sell its e-commerce and dating businesses.

ProSiebenSat.1 last week began the process of selling online beauty retail business Flaconi and price comparison website Verivox in a move welcomed by MFE.

At the end of March, ProSiebenSat.1 rejected MediaForEurope’s (MFE) call for the company to be split up, along with a raft of other proposals.

MFE has called for ProSiebenSat.1’s executive board to prepare a spin-off of the non-core activities and to submit this and a transfer agreement to a subsequent general meeting no later than the next AGM in 2025.

The plan would see the creation of two separate listed companies with independent management teams.

Rejecting the plan, the German broadcaster’s management said that they had “consistently pursued” their strategy of focusing on entertainment over the past year, and that they were preparing the sale of “certain investments” in. the commerce and ventures and dating and video segments, with the intention that the proceeds would be used to reduce the company’s debt.

They said that a split up would however be “detrimental to the necessary further development of the company’s core business in the medium term”.

The German broadcaster’s management also rejected calls by MFE for board changes, notably its call for supervisory board member Rolf Nonnenmacher to be replaced by former Italian EY auditor Simon Scettri.

MFE has also proposed banker Leopolodo Attolico to join ProSiebenSat.1’s board.

PPF meanwhile has nominated former CME co-CEO Christoph Mainusch to the ProSiebenSat.1 board alongside its existing rep Klára Brachtlová.

MFE CFO Marco Giordani has in recent days been speaking to the press about the company’s ambitions. In remarks quoted by the FT, he said that the company was increasingly convinced of the need for European consolidation, and that a position in the German market was an essential ingredient.

However, Giordani dened that that MFE’s current campaign was linked to a desire to launch a takeover bid.