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Investing.com -- Shares of ProSieben fell sharply by 11.4% today following news that MFE intends to increase its stake in the company with a takeover offer at a significant discount. MFE’s bid to purchase additional shares of ProSiebenSat1 is set at €5.74 per share, which is 12% below the closing share price of €6.53 yesterday.
This move has raised concerns among investors, as the offer price is pegged to the minimum required under German law, specifically the average share price over the past three months.
The press release from MFE also highlighted an agreement with a current shareholder of ProSieben, ensuring that MFE will hold more than 30% of ProSieben’s share capital upon completion of the takeover offer.
Under the terms of the German Securities Acquisition and Takeover Act (WpÜG), once MFE surpasses the 30% threshold and has made a voluntary tender offer, it can purchase additional shares in the open market without offering a premium. Currently, MFE’s stake is at 29.99%, making the prospect of no premium for additional shares a tangible downside for minority shareholders.
Barclays (LON:BARC) analysts commented on the situation, noting that while MFE’s interest in ProSieben is not unexpected, the method of the takeover bid without a premium is surprising.
The analysts said, "What we find surprising is the way MFE seems to be attempting the takeover now: without paying a premium. The good news is that MFE buying shares in the open market post tender would create buying pressure and therefore should discourage investors going short. The bad news is that we are unlikely to see a clean and quick takeover at a premium."
The current developments come after ProSiebenSat1’s recent actions to simplify its governance structure, such as buying out General Atlantic’s minority stakes in Commerce (excluding Flaconi) and Dating.
These moves have made ProSiebenSat1 a more attractive takeover target. Despite the potential for buying pressure in the open market post-tender, the lack of a premium in MFE’s offer has led to a negative reaction among investors, reflected in today’s stock price decline.
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