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Top investor MFE seeks other shareholders' support for

split

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MFE wants ProSieben to shed e-commerce, online dating ops

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MFE, PPF back alternative nominees for ProSieben's board

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ProSieben recommends investors reject MFE and PPF

proposals

By Elvira Pollina and Jörn Poltz

April 30 (Reuters) - Shareholders in ProSienbenSat.1

will vote on Tuesday on whether to support a push by

leading investor MFE-MediaForEurope for changes at the

German media group, including a proposal to part ways with its

digital businesses.

MFE, the commercial broadcaster controlled by Italy's

Berlusconi family, holds nearly 30% of ProSieben and has asked

other investors to back its proposal for a split of e-commerce

and online dating ventures from TV operations at the German

group.

That meshes with MFE's strategy to build an

advertising-funded European broadcast champion to counter the

might of U.S. streaming giants such as Netflix ( NFLX ) and the

flight of advertising investment to the likes of Meta.

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

has indicated it could consider a bid for ProSieben only after

it sheds its non-core businesses.

The spin-off proposal requires a 75% majority to pass,

meaning MFE would likely need the support of Czech investment

group PPF, which holds more than 15% of ProSieben.

It is unclear whether PPF, which owns private TV stations

across six Eastern European countries, supports MFE's revamp

plans.

Both investors have nominated candidates for ProSieben's

supervisory board, with MFE putting forward former Italian EY

auditor Simone Scettri and former Citi banker Leopoldo Attolico,

while PPF proposed veteran media executive Christoph Mainusch.

ProSieben recommended that 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".

INDEPENDENT STANCE

Since MFE first invested in Prosieben in 2019, the

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

pan-European project, seeking instead a strategy to remain

independent.

Its shows include "The Masked Singer" and it also airs

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

by Heidi Klum.

Led by former RTL boss Bert 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.

If MFE's proposal goes through on Tuesday, ProSieben will be

forced to study an asset split, which would require another

shareholder vote next year.