Global law firm Freshfields is advising SDAX-listed ProSiebenSat.1 Media SE ("ProSiebenSat.1") on the public takeover offer by Italian media group MFE-MEDIAFOREUROPE N.V. ("MFE") and on the public acquisition offer in the form of a partial offer by PPF IM LTD ("PPF"), an indirect subsidiary of Czech investment group PPF Group N.V.

On 8 May 2025, MFE published a voluntary public takeover offer to the shareholders of ProSiebenSat.1 to increase its stake in the target company. The offer consideration consists of a cash payment of EUR 4.48 plus 0.4 newly issued shares of MFE per ProSiebenSat.1 share. The maximum transaction volume amounts to approximately EUR 770 million. On 4 June 2025, PPF published a public acquisition offer in the form of a partial offer to the shareholders of ProSiebenSat.1. The offer consideration amounts to EUR 7.00 in cash per ProSiebenSat.1 share. The offer aims to acquire a specific number of ProSiebenSat.1 shares to reach a shareholding of up to 29.99% in ProSiebenSat.1. The maximum transaction volume is approximately EUR 229 million.

Freshfields is comprehensively advising the Supervisory Board of ProSiebenSat.1 in connection with the competing offers of MFE and PPF from a corporate and capital markets law perspective, in particular on the preparation of corresponding reasoned statements, and related corporate governance and capital markets communication issues. The advice also included advising the chairman at the Annual General Meeting of ProSiebenSat.1 on 28 May 2025.

The Corporate/M&A team at Freshfields is co-led by Partners Christoph H. Seibt (Hamburg) and Stephan Waldhausen (Düsseldorf) and also includes Counsel Justus Anacker (Düsseldorf), Principal Associate Jean Mohamed and Associates Felix Schüßler (both Hamburg) and Chris Pflüger (Düsseldorf). Antitrust advice is provided by Partner Tobias Klose and Principal Associate Sebastian Pritzkow (both Düsseldorf).