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18.11.2005 – 18:22

ProSiebenSat.1 Media SE

euro adhoc: ProSiebenSat.1 Media AG
Mergers - Acquisitions - Takeovers
Ad Hoc Disclosure per Section 15 of the German Securities Trading Act Federal Cartel Office raises objections against the planned takeover of the ProSiebenSat.1 Group by Axel Spr

--------------------------------------------------------------------------------   Disclosure announcement transmitted by euro adhoc.   The issuer is responsible for the content of this announcement. --------------------------------------------------------------------------------


Munich, November 18, 2005. The Federal Cartel Office today submitted a written notice to ProSiebenSat.1 Media AG that the authority, pursuant to the preliminary status of the proceedings, has raised objections against the intended takeover of ProSiebenSat.1 Media AG by Axel Springer AG. In the opinion of the Cartel Office, the transaction would weaken the competition on the TV advertising market, because the merger of ProSiebenSat.1 Media AG and Axel Springer AG would draw Axel Springer AG level with Bertelsmann. The German Cartel Office is of the opinion that the merger would result in two symmetrical corporations who would cease to compete against each other. Furthermore, the transaction would reinforce a dominant market position of Axel Springer AG on the tabloid readers market and on the market for advertising in national daily newspapers.

Such a preliminary ruling by the Cartel Office is not unusual and gives the parties involved a further chance to comment on objections raised prior to a  final decision and - if necessary also by proposing the imposition of obligations - to set aside such objections. The parties were granted a set period of time to submit their statements. A final decision on the part of the Federal Cartel Office is to be expected by the end of December 2005.

On August 5 of this year, Axel Springer AG had entered into a share purchase agreement with the current majority shareholder of ProSiebenSat.1 Media AG, P7S1 Holding L.P., regarding the acquisition of all common and preferred stock in ProSiebenSat.1 Media AG held directly or indirectly by P7S1 Holding L.P. By virtue of this acquisition, Axel Springer AG would increase its existing indirect shareholding in ProSiebenSat.1 Media AG from around 12 percent today to 100 percent of the voting common stock and 25 percent of the nonvoting preferred stock. Settlement of the share purchase agreement is, however, subject to approval by the antitrust authorities and media regulators. It would be impossible to complete the share purchase agreement in case of a  definitive failure of the transaction for antitrust reasons. The same would apply to the public tender offer submitted by Axel Springer AG which lapsed on November 3, 2005, as the settlement of the offer is also still subject to the condition precedent of regulatory approval for the transaction. In case of denial of regulatory approval, the shareholders of ProSiebenSat.1 Media AG who have accepted the voluntary public tender offer submitted by Axel Springer AG, would retain their shares in ProSiebenSat.1.

end of announcement                                                 euro adhoc 18.11.2005 17:48:52

ots Originaltext: ProSiebenSat.1 Media AG
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Branche: Television
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              Bremer Wertpapierbörse (BWB) / free trade

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