ProSiebenSat bid by MediaForEurope backed by BonelliErede
Deal News | Mar 28, 2025 | Legal Community Italy
MediaForEurope (MFE), a holding company of the Mediaset group, has launched a public takeover bid for the entirety of shares in German media company ProSiebenSat. MFE, which already holds 29.99% of ProSiebenSat, seeks to significantly increase its stake. Legal firm BonelliErede advised MFE throughout the process, covering corporate and financial market law, and coordinating foreign legal advisors Hengeler Mueller, Nauta Dutilh, and Perez Llorca. The offer will be financed through a mix of cash and stock swaps in newly issued MFE class A shares, with 78% of the payment in cash. A consortium of banks led by UniCredit will provide a bank financing package. MFE received financing advice from Legal firm Legance, while tax aspects were handled by Riccardo Petrelli. The financing banks’ legal counsel was provided by PedersoliGattai and tax advice by Loyens and Gleiss Lutz for Dutch and German law aspects.
Sectors
- Media and Entertainment
- Legal Services
- Banking and Financial Services
Geography
- Italy – MediaForEurope is based in Italy, and many of the legal and financial participants are from this region.
- Germany – ProSiebenSat, the target company, is based in Germany.
- Netherlands – Legal firm Nauta Dutilh is providing Dutch law advice for aspects of the transaction.
- Spain – Legal firm Perez Llorca provides Spanish law advice within the transaction.
Industry
- Media and Entertainment – The transaction involves MediaForEurope and ProSiebenSat, both active within the media industry.
- Legal Services – Legal firms including BonelliErede, Legance, and PedersoliGattai are key in providing transaction advisory and legal services.
- Banking and Financial Services – A consortium of banks is providing the financial backing necessary for the cash portion of the transaction.
Financials
- N/A – The offer comprises 78% cash payment and 22% in a stock exchange for new MFE class A shares.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| MediaForEurope (MFE) | Bidding Company | Company | MFE is a holding company within the Mediaset group, pursuing acquisition of ProSiebenSat shares. |
| ProSiebenSat | Target company | Company | A German media company, subject to the takeover bid by MFE. |
| BonelliErede | Legal Advisor | Company | Provided extensive legal advisory to MFE regarding corporate and financial market law throughout the acquisition offer process. |
| UniCredit | Financial Advisor | Company | Leads the consortium of banks providing financing for the acquisition. |
| Hengeler Mueller | Legal Advisor for German Law | Company | Provided MFE with legal advice on German law aspects of the transaction. |
| Nauta Dutilh | Legal Advisor for Dutch Law | Company | Advised MFE and the banks on Dutch law aspects related to the financing and transaction. |
| Perez Llorca | Legal Advisor for Spanish Law | Company | Provided MFE with legal advice on Spanish law aspects of the transaction. |
| PedersoliGattai | Legal Advisor for Financing Banks | Company | Provided legal advisory for the consortium of banks financing the acquisition. |
| Legance | Legal and Financing Advisor | Company | Assisted MFE with financing legalities and tax matters related to the acquisition process. |
| Intesa Sanpaolo, Mediobanca, BPER Banca, Banco BPM, BNP Paribas, Banca Nazionale del Lavoro, CaixaBank, Banco Bilbao Vizcaya Argentaria | Financing Banks | Company | Part of the banking consortium led by UniCredit providing financial support for the acquisition. |
| Loyens | Legal Advisor for Dutch Law | Company | Assisted in providing legal advice on Dutch law for the financing banks. |
| Gleiss Lutz | Legal Advisor for German Law | Company | Provided legal advisory for the consortium of banks on German legal matters. |