ProSieben Eyes Full Control Over Its Digital Assets Amid New Deal Talks

ProSieben to review potential ownership shift

ProSieben Sat.1’s supervisory board is set to convene on Sunday to deliberate a potential transaction that may alter the ownership structure of its digital subsidiaries. According to sources familiar with the matter, the deal under discussion involves General Atlantic selling its minority stake in the group, a move that could remove structural barriers to the planned divestment of some of ProSieben’s key digital holdings.

General Atlantic currently holds investment interests in several of ProSieben’s digital platforms, including Verivox, Flaconi, and ParshipMeet Group—all of which fall under the NuCom Group umbrella. The German media conglomerate is reportedly looking to offload these digital businesses. However, the current shareholder structure grants General Atlantic the ability to block any sale processes. Acquiring the remaining stake would position ProSieben as the sole owner, giving it greater flexibility in executing sales or restructuring strategies.

Financing through conditional capital increase

One major issue on the table is how the transaction will be financed. As previously announced by ProSieben, the company is considering acquiring General Atlantic’s minority stake in ParshipMeet and NuCom Group, possibly funding the deal via mandatory convertible bonds or treasury shares.

A source indicated that ProSieben may aim to avoid a shareholder vote for issuing new shares to back the bond financing. This could be done by using a conditional capital increase mechanism, allowing the company to issue up to 23.3 million shares—approximately 10% of its total capital—based solely on the supervisory board’s approval. While this route simplifies the process, it could result in the dilution of existing shareholders, including Media For Europe (MFE), the largest single shareholder with nearly 30% ownership.

MFE stake raises regulatory and debt implications

MFE, controlled by the Berlusconi family, is reportedly prepared to back a future acquisition of ProSieben with a €3.4 billion financing package. However, the stake it holds is already close to the threshold that would require a mandatory takeover offer under German regulations. Should MFE’s stake surpass 50% of voting rights, a “change of control” clause in ProSieben’s debt agreements would be triggered. This would compel the company to repay up to €2.1 billion in outstanding debt, as creditors would have the right to demand immediate repayment.

As of Friday, ProSieben’s market capitalization stood at approximately €1.4 billion. If the company manages to consolidate its digital assets, it may find it easier to navigate asset sales and operational decisions, especially as it adapts to shifting dynamics in the European media landscape.