*

MFE makes low-ball bid to buy out other investors

*

Clinches deal to own more than 30% regardless of outcome

*

Says higher stake will help it to play more active role

(Adds CEO quotes, details in paragraphs 9-15)

By Elvira Pollina

MILAN, March 26(Reuters) - MFE-MediaForEurope,

the TV group controlled by Italy's Berlusconi family, has made a

low-ball bid for shares in ProSiebenSat.1 it does not

already own as part of its plan to tighten its hold on the

German broadcaster.

MFE, which owns commercial TV operations in Italy and Spain,

is looking to create a pan-European advertising-funded

broadcaster under a strategy championed by Chief Executive Pier

Silvio Berlusconi.

Berlusconi sees European expansion as the response to

increasing dominance of U.S. streaming giants such as Netflix ( NFLX )

, and the flight of advertising budgets to the likes of

tech powerhouses Facebook and Google.

The price offered by MFE, which already owns nearly 30% of

the rival, will be equal to the volume-weighted average price of

ProSieben shares over the past three months, the minimum level

allowed under German takeover law.

The price offered is expected to amount to around 5.7 euros

a share, a person close to the matter said, against Wednesday's

closing price of 6.5 euros a share for ProSieben, equivalent to

a total market value of 1.5 billion euros.

The offer will be 78% cash, with the remainder in new MFE

'A' shares.

MFE said it had separately clinched a binding agreement to

buy shares from an existing ProSieben investor that would take

its stake above the 30% threshold - which commands a takeover -

regardless of the outcome of the offer.

This means that, once the offer lapses, MFE would have its

hands free to buy additional shares on the market as and when it

chooses, without having to repeat a formal offer to all

investors.

"The stake raising and the subsequent bid are essential

steps to support ProSiebenSat.1 with a constructive approach and

to create value for all shareholders, before it is too late,"

Berlusconi said in a statement.

ProSieben, which also operates in Austria and

Switzerland, has resisted MFE's calls to join its pan-European

project, striving to remain independent.

Since MFE first invested in the company in 2019, shares

in the Bavaria-based broadcaster have lost nearly 50% of their

value.

MFE, which started studying an offer for ProSieben more

than a year ago, has been urging the German peer to focus on its

core TV business and speed up a turnaround centred on asset

sales, which the company kicked off this month.

MFE has not played a direct role in steering ProSieben's

strategy, despite its sizeable investment. It said a higher

stake would help it to be more active in the future.

MFE has its roots in the television business founded in

the late 1970s in Milan by late media mogul and Italian Prime

Minister Silvio Berlusconi.

The bid for ProSieben is the first major strategic move

undertaken by MFE since the death of its founder in 2023.