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

On 28 July 2025, MFE published an amendment to its voluntary public takeover bid, including revised strategic and industrial considerations as well as an increase of the offer consideration to an unchanged cash payment of EUR 4.48 but plus 1.3 newly issued shares of MFE per ProSiebenSat.1 share (i.e., a share exchange increase by 0.9 shares of MFE). On 8 May 2025, MFE had published a voluntary public takeover bid to the shareholders of ProSiebenSat.1 by offering a cash payment of EUR 4.48 plus 0.4 newly issued shares of MFE per ProSiebenSat.1 share. In the meantime, PPF had published a public acquisition bid in the form of a partial bid to the shareholders of ProSiebenSat.1 on 4 June 2025, offering EUR 7.00 in cash per ProSiebenSat.1 share. Based on the figures provided in the amended bid by MFE, the maximum transaction volume including the share component is approximately €1.45bn.

Freshfields is comprehensively advising the Supervisory Board of ProSiebenSat.1 in connection with the amended takeover bid by MFE against the background of the complex and competing bid scenario from a corporate and capital markets law as well as a communication perspective. The advice in particular relates to corporate governance matters as well as to the preparation and specific structure of the corresponding supplementary reasoned statement, including the assessment of the increased offer consideration and MFE’s strategic and industrial considerations to potentially combine the businesses of MFE and ProSiebenSat.1.

The Freshfields team is co-led by Partners Christoph H. Seibt (Hamburg) and Stephan Waldhausen (Düsseldorf), supported by Principal Associate Jean Mohamed and also includes Associates Jannik Maas and Felix Schüßler (all Corporate/M&A, Hamburg).