Axel Springer AG proposes to the Federal Cartel Office the sale of ProSieben in order to receive cartel-law clearance




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11.01.06

Axel Springer AG proposes to the Federal Cartel Office the sale of ProSieben in order to receive cartel-law clearance

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In order to receive clearance by the Federal Cartel Office for the intended acquisition of ProSiebenSat.1 Media AG, the management board of Axel Springer AG has decided to offer to the Federal Cartel Office the sale of the TV station ProSieben after consummation of the takeover.

The Federal Cartel Office has, however, has informed Axel Springer AG by letter dated January 11, 2006 that it intends to clear the merger only subject to the TV station ProSieben being sold to an independent third party prior to consummation of the takeover and subject to the prior disentanglement of the TV station from the marketing activities of Seven One Media GmbH. Together with the other parties to the transaction Axel Springer AG will now analyze, whether the proposed structuring can at all be implemented from an economic and legal point of view.

On August 5, 2005, Axel Springer AG had entered into a share purchase agreement with P7S1 Holding L.P for the acquisition of all common and preference shares of ProSiebenSat.1 Media AG held directly and indirectly by P7S1 Holding L.P. The consummation of the share purchase agreement, by which Axel Springer AG would increase its existing indirect shareholding in ProSiebenSat.1 Media AG from currently about 12 percent to 100 percent of the common voting shares and 25 percent of the non-voting preference shares, is subject to obtaining the clearances required under cartel law and media-supervisory law. The same applies to the voluntary public takeover offer that was made to the shareholders of ProSiebenSat.1 Media AG by Axel Springer AG on September 16, 2005 and could be accepted by them until November 3, 2005.

Press Contact Axel Springer SE: Edda Fels
Tel: +49 30 2591 77600