UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM CB/A

AMENDMENT NO. 21

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering) ¨
Securities Act Rule 802 (Exchange Offer) x
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) ¨
Exchange Act Rule 14e-2(d) (Subject Company Response) ¨

 

ProSiebenSat.1 Media SE

(Name of Subject Company)

 

N/A

(Translation of Subject Company’s Name into English (if applicable))

 

Germany

(Jurisdiction of Subject Company’s Incorporation or Organization)

 

MFE – MediaForEurope N.V.

(Name of Person(s) Furnishing Form)

 

Registered Common Shares

(Title of Class of Subject Securities)

 

N/A

(CUSIP Number of Class of Securities (if applicable))

 

Fedele Confalonieri, Chairman

Viale Europa 46

Cologno Monzese

20093 Milan

+39 02 2514 9588

 

with a copy to:

 

Victor Goldfeld, Esq.

Wachtell, Lipton, Rosen & Katz

51 W. 52nd Street

New York, New York 10019

(212) 403-1000

(Name, Address (including zip code) and Telephone Number (including area code)

of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

 

May 8, 2025

(Date Tender Offer/Rights Offering Commenced)

 

 

 

 

 

PART I – INFORMATION SENT TO SECURITY HOLDERS

 

Item 1. Home Jurisdiction Documents

 

Exhibit Number

 

Description

   

(a) Exhibit 99.1

Announcement pursuant to Section 23 Para. 1 Sent. 1 No. 1 of the German Securities Acquisition and Takeover Act, dated August 11, 2025 (English translation)

 

(b) Not applicable.

 

 

Item 2. Informational Legends

 

The required legends have been included in the documents filed as exhibits hereto.

 

PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 

 

Exhibit Number

 

Description

 

(1) Not applicable.

 

(2) Not applicable.

 

(3) Exhibit 99.2 Power of Attorney, dated April 10, 2025

 

PART III – CONSENT TO SERVICE OF PROCESS

 

MFE – MediaForEurope N.V. filed with the Securities and Exchange Commission a written irrevocable consent and power of attorney on a Form F-X on March 31, 2025.

 

 

 

  

PART IV – SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
  MFE – MediaForEurope N.V.
     
Date: 12 August 2025 By: /s/ Sara Alberton
    Name:  Sara Alberton
    Title:    Attorney
     

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned each hereby constitutes and appoints Marco Giordani, Emanuela Bianchi and Sara Alberton, and each of them, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of the undersigned as an individual or in the undersigned’s capacity as an officer, director, board member, or other representative, as applicable, of any corporation, limited liability company or other entity, pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, and the Investment Advisers Act of 1940, in each case as amended from time to time, and any and all rules and regulations of the United States Securities and Exchange Commission promulgated thereunder, or pursuant to any U.S. state securities or “blue sky” law, or the rules of any U.S. national securities exchange, registered securities association, or other self-regulatory organization (collectively, “U.S. Securities Laws and Rules”), under seal or otherwise, and to acknowledge and file or furnish the same, with all exhibits thereto, and any other documents in connection therewith, with the United States Securities and Exchange Commission, and with any other entity, when and if such execution, acknowledgment, and filing or furnishing is mandated by the U.S. Securities Laws and Rules, or any of them, as applicable, granting unto said attorney-in-fact the full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, to fulfill the foregoing purposes, to the full extent that the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of April, 2025.

 

     
     
  By: /s/ Pier Silvio Berlusconi
    Name:  Pier Silvio Berlusconi
    Title:    Chief Executive Officer
     

 

 

 

 

 

Exhibit 99.1

 

- Convenience translation – only the German version is legally binding -

 

MFE-MEDIAFOREUROPE N.V.

Amsterdam, Netherlands

 

Announcement pursuant to Section 23 Para. 1 Sentence 1 No. 1 of the
German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz – "WpÜG")

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

On 8 May 2025, MFE-MEDIAFOREUROPE N.V. ("Bidder"), Viale Europa 46, 20093 Cologno Monzese, Italy, published the offer document ("Offer Document") for its voluntary public takeover offer ("Takeover Offer") to the shareholders of ProSiebenSat.1 Media SE ("ProSieben"), Unterföhring, Germany, for the acquisition of their registered no-par value shares of ProSieben, each representing a pro rata amount of the share capital of EUR 1.00 per share (ISIN: DE000PSM7770) ("P7 Shares") against payment of a cash amount of EUR 4.48 and granting of 0.4 ordinary shares A in the Bidder per P7 Share. The Bidder has increased the consideration by 0.9 ordinary shares A in the Bidder to (unchanged) EUR 4.48 in cash and 1.3 ordinary shares A in the Bidder per P7 Share through the amendment of the Takeover Offer within the meaning of section 21 WpÜG published on 28 July 2025 ("Offer Amendment"). The period for the acceptance of this Takeover Offer was extended in accordance with the statutory provisions of the WpÜG due to publication of the offer document for a competing public purchase offer in the form of a partial offer by PPF IM LTD, Nicosia, Cyprus, and will now end on 13 August 2025, 24:00 hours (Frankfurt am Main local time), unless it is further extended in accordance with the statutory provisions of the WpÜG.

 

1.As of 11 August 2025, 14:00 hours (Frankfurt am Main local time) ("Reference Date"), the Takeover Offer has been accepted for a total of 9,068,317 P7 Shares. This is equivalent to approx. 3.89% of the share capital of and, based on publicly available information, approx. 3.90% of the voting rights in ProSieben existing on the Reference Date.

 

2.As of the Reference Date, the Bidder directly held 77,607,953 P7 Shares. This is equivalent to approx. 33.31% of the share capital of and, based on publicly available information, approx. 33.34% of the voting rights in ProSieben existing on the Reference Date. The voting rights attached to these P7 Shares are attributed to the Bidder-Controlling Shareholders (as defined in section 6.2 of the Offer Document) pursuant to section 30 para. 1 sentence 1 no. 1, sentence 3 WpÜG.

 

3.Beyond this, neither the Bidder nor any person acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG nor their respective subsidiaries directly held P7 Shares or voting rights to be notified pursuant to sections 38, 39 WpHG with respect to ProSieben as of the Reference Date. Beyond this, as of the Reference Date, no voting rights in ProSieben were attributable pursuant to section 30 WpÜG to the Bidder, persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG or their respective subsidiaries.

 

As of the Reference Date, the total number of P7 Shares for which the Takeover Offer has been accepted plus the total number of P7 Shares directly held by the Bidder or a person acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG including P7 Shares for which the Bidder or a person acting jointly with the Bidder has entered into agreements to acquire such P7 Shares amounts to 86,676,270 P7 Shares. This is equivalent to approx. 37.20% of the share capital of and, based on publicly available information, approx. 37.23% of the voting rights in ProSieben existing on the Reference Date.

 

Cologno Monzese, Italy, 11 August 2025

 

MFE-MEDIAFOREUROPE N.V.

 

 

 

 

Important Notice:

 

This announcement is made pursuant to section 23 para. 1 sentence 1 no. 1 WpÜG and constitutes neither an offer to purchase nor a solicitation of an offer to sell P7 Shares. The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer are set out solely in the Offer Document as approved by the German Federal Financial Supervisory Authority for publication and the Offer Amendment. Investors and holders of P7 Shares are strongly advised to read the Offer Document as well as the Offer Amendment and all other documents relating to the Takeover Offer, as they contain important information.

 

The Takeover Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The Takeover Offer is not conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as and to the extent applicable). Accordingly, no notices, filings, approvals or authorizations for the Takeover Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as and to the extent applicable). Investors and holders of P7 Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as and to the extent applicable). Subject to the exceptions described in the Offer Document and the Offer Amendment and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer is made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Takeover Offer would be prohibited by applicable law.

 

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional P7 Shares outside the Takeover Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire will comply with the applicable German statutory provisions, in particular the WpÜG, and Rule 14e-5 of the Securities Exchange Act of 1934 ("Exchange Act"), and the Offer Price is increased in accordance with the WpÜG, to match any consideration paid outside of the Offer if higher than the Offer Price. Shareholders should be aware that the Bidder may purchase securities, for example, in open market or privately negotiated purchases. If such acquisitions take place, information on such acquisitions, including the number of P7 Shares acquired or to be acquired and the consideration paid or agreed, will be published in German and in a non-binding English translation without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The published Takeover Offer is being made for the securities of a German company admitted to trading on the Frankfurt Stock Exchange and the Luxembourg Stock Exchange (Bourse de Luxembourg) and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which are different from those of the United States and other jurisdictions in certain material respects. This announcement has been prepared in accordance with German style and practice for the purposes of complying with the laws of the Federal Republic of Germany. The financial information relating to the Bidder and ProSieben included elsewhere, including in the Offer Document and the Offer Amendment, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Takeover Offer is made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act (subject to certain exemptions therefrom), and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Shareholders from the United States should note that ProSieben is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

 

 

 

 

Any contract entered into with the Bidder as a result of the acceptance of the Takeover Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of Germany) to enforce certain rights and claims under United States federal securities laws (or other laws they are acquainted with) since the Bidder and ProSieben are located outside the United States (or the jurisdiction where the shareholder resides), and some or all of their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). Shareholders of P7 may not be able to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may be difficult to compel a non-United States company and its affiliates to subject themselves to a United States court's judgment.

 

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will in future change their intentions and estimates stated in documents or notifications or in the Offer Document or in the Offer Amendment.

 

*****

 

This publication is available on the internet

at: https://www.mfemediaforeurope.com/en/governance/freiwilliges-offentliches-ubernahmeangebot-an-die-aktionare-der-prosiebensat-1-media-se/

on: 11 August 2025

Cologno Monzese, Italy, 11 August 2025

 

MFE-MEDIAFOREUROPE N.V.

 

 

 

 

 

 

 

Exhibit 99.2

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned each hereby constitutes and appoints Marco Giordani, Emanuela Bianchi and Sara Alberton, and each of them, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of the undersigned as an individual or in the undersigned’s capacity as an officer, director, board member, or other representative, as applicable, of any corporation, limited liability company or other entity, pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, and the Investment Advisers Act of 1940, in each case as amended from time to time, and any and all rules and regulations of the United States Securities and Exchange Commission promulgated thereunder, or pursuant to any U.S. state securities or “blue sky” law, or the rules of any U.S. national securities exchange, registered securities association, or other self-regulatory organization (collectively, “U.S. Securities Laws and Rules”), under seal or otherwise, and to acknowledge and file or furnish the same, with all exhibits thereto, and any other documents in connection therewith, with the United States Securities and Exchange Commission, and with any other entity, when and if such execution, acknowledgment, and filing or furnishing is mandated by the U.S. Securities Laws and Rules, or any of them, as applicable, granting unto said attorney-in-fact the full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, to fulfill the foregoing purposes, to the full extent that the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of April, 2025.

 

   
  By:   /s/ Pier Silvio Berlusconi
      Name:  Pier Silvio Berlusconi
      Title:    Chief Executive Officer

 

 

 

 

 

MFE-MEDIAFOREUROPE N.V.

MFE Group

 

Naamloze Vennootschap

Official seat in Amsterdam - the Netherlands

Official address at viale Europa 46

20093 Cologno Monzese Milan Italy

Paid up Capital € 161,676,622.14

CCI number 83956859

RSIN 863048122

Fiscal Code and VAT no IT-09032310154

 

 

 

Italian Branch

20093 Cologno Monzese Milan Italy

viale Europa 46

Fiscal Code and VAT no IT-09032310154

 

Spanish Branch

28050 Madrid Spain

Carretera de Fuencarral a Alcobendas 4

 

 

 

Administrative Office

20093 Cologne Monzese Milan Italy

viale Europa 44/ 48

Phone +39 02 25141

 

 

 

Operational Offices

20093 Cologne Monzese Milan Italy

viale Europa 44/48

Phone +39 02 25141

 

00187 Rome Italy

largo del Nazareno 8

Phone +39 06 67381