ProSiebenSat.1 shareholders narrowly reject MFE split plan

Source: ProSiebenSat.1

ProSiebenSat.1’s shareholders have very narrowly rejected leading stockholder MediaForEurope’s (MFE) call for the company to be split up, with a majority voting in favour but falling short of the 75% required to secure approval.

MFE had called on ProSiebenSat.1 to examine and prepare foxr the separation of the group’s Commerce & Ventures and Dating & Video segments from its core media business.

Some 71% of shareholders were in favour of the proposal, along with another MFE proposal to change the capital structure of the company, but those in favour of both measures fell short of the 75% bar.

MFE’s plan for a split would have seen the creation of two separate listed companies with independent management teams, with existing shareholders holding stakes in both pro rata to their stakes in ProSiebenSat.1.

ProSiebenSat.1 was unable to prevent MFE securing a board seat for Simone Scettri,, whose nomination had been strongly opposed by the board, and Leopoldo Attolico.

Czech investment outfit PPF, an ally of MFE, also secured the board appointment of CME exec Christoph Mainusch, along with existing board rep Klára Brachtlová.

Rolf Nonnenmacher and Marjorie Kaplan will meanwhile exit the board.

MFE also defeated a proposal by the ProSiebenSat.1 supervisory and executive boards for a reorganisation regarding streamer Joyn, the lynchpin of the company’s media strategy going forwards.

The boards had proposed that Joyn would in future be directly subordinate to ProSiebenSat.1 Media SE and become the parent company of Seven.One Entertainment GmbH.

According to the broadcaster, this would mean that the channels and other platforms would be wholly owned by Joyn GmbH, and losses carried forward could be utilised for tax purposes. ProSiebenSat.1 said that the rejection of the plan by MFE now means that for the time being Joyn’s losses carried forward cannot be utilised.

“I would like to thank Marjorie Kaplan, Ketan Metha and Rolf Nonnenmacher for their excellent and valuable collaboration and would like to add a special thank you to Rolf Nonnenmacher, whose decisive action was essential for the investigation of the Jochen Schweizer mydays issue,” said chairman Andreas Wiele. The reference to mydays could be seen as somewhat barbed. ProSiebenSat.1 had previously said that former EY auditor Scettri’s election to the board would carry the risk of a conflict of interest because of a potential claim the company could make against EY in relation to its auditing of the group prior to 2023, when a regulatory problem involving the Jochen Schweizer mydays subsidiary surfaced.

“Even though the Supervisory Board had proposed two further candidates of its own for the seats on the Supervisory Board in addition to Klára Brachtlová, the Supervisory Board and Executive Board of course respect the decision of the Annual General Meeting and look forward to working trustfully together with the newly elected Supervisory Board members. I am convinced that the new Supervisory Board will also support the management in implementing the transformation strategy,” said Wiele.