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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
end of announcement                               euro adhoc 18.11.2005 17:48:52

Further inquiry note:

Anya Schmidt
Assistenz Konzernsprecherin
Te..: +49 (0)89 9507 1181

Branche: Television
ISIN: DE0007771172
WKN: 777117
Index: Midcap Market Index, MDAX, CDAX, Classic All Share, HDAX
Börsen: Frankfurter Wertpapierbörse / official dealing/prime standard
Berliner Wertpapierbörse / free trade
Hamburger Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Niedersächsische Börse zu Hannover / free trade
Bayerische Börse / free trade
Bremer Wertpapierbörse (BWB) / free trade

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