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Spin off proposal just fails to win required support

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Investor MFE pushes for changes at ProSieben

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Berlusconi-controlled group boosts ProSieben board role

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Management of ProSieben wants to pursue own agenda

(Recasts with outcome of vote)

By Jörn Poltz

MUNICH, April 30 (Reuters) - A push by investor

MFE-MediaForEurope for German media group

ProSiebenSat.1 to spin off its e-commerce and online

dating ventures narrowly failed to get the required shareholder

backing on Tuesday.

Some 70.95% of shareholders backed MFE's proposal, falling

just short of the 75% threshold required for the motion to pass.

MFE, the commercial broadcaster controlled by Italy's

Berlusconi family, holds nearly 30% of ProSieben, and wants to

build an advertising-funded European broadcast champion to

counter the might of U.S. streaming giants.

MFE sought to use the outcome of the shareholder vote as

further leverage to push for changes at ProSieben.

"We expect the management of ProSiebenSat.1 and the

Supervisory Board in this new composition to get to work

immediately to achieve tangible results that will increase the

value of the Company for the benefit of all shareholders," an

MFE spokesperson said.

MFE, which already runs TV operations in Italy and Spain,

has indicated it could consider a bid for ProSieben, but only

after it sheds what it views as non-core businesses.

MFE did score a success as its candidates for ProSieben's

supervisory board - former Italian EY auditor Simone Scettri and

former Citi banker Leopoldo Attolico - were elected.

Veteran media executive Christoph Mainusch who was proposed

by Czech investment group PPF, which is the second largest

shareholder, was also elected.

INDEPENDENT PATH

ProSieben had recommended shareholders reject MFE's bid for

an asset split as well as candidates backed by MFE and PPF,

arguing their election "would lead to potential conflicts of

interest and overrepresentation of the large minority

shareholders".

Since MFE first invested in ProSieben in 2019, the

Bavaria-based group has resisted MFE's calls to join its

pan-European project, and is seeking instead to remain

independent under CEO Bert Habets.

ProSieben's shows include "The Masked Singer" and it also

airs "Germany's Next Topmodel", based on the U.S. format and

hosted by Heidi Klum.

Habets painted the spin-off of ProSieben's Commerce &

Ventures and Dating & Video segments, as sought by MFE, as a

costly option, and instead pushed the sale of individual assets

to maximise value and reduce debt.

Led by former RTL boss Habets since November 2022,

ProSieben has suffered a series of setbacks, slashing its

dividend before announcing a write-off on programming assets in

December.

In response to MFE's move, it started a process to sell

Flaconi, an online retailer of beauty products, and price

comparison website Verivox.