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euro adhoc: ProSiebenSat.1 Media AG
Mergers - Acquisitions - Takeovers / Commission for Determining Concentration in the Media Sector denies clearance for the intended takeover of the ProSiebenSat.1 Group by Axel Springer AG

  Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
10.01.2006
In its meeting on January 10, 2006 the Commission for Determining
Concentration in the Media Sector (KEK) decided that, in relation to
the intended takeover of ProSiebenSat.1 Media AG by Axel Springer AG,
the prerequisites for the confirmation of non-objection under
applicable media-supervisory laws are not given. Reasons for the
denial have not been given yet.
The State Media Institutions, which are competent to grant and deny,
respectively, such confirmation of non-objection vis-à-vis the TV
stations of the ProSiebenSat.1 Group, are bound by this decision of
KEK unless, upon application of one of the State Media Institutions,
the Conference of the Directors of the State Media Institutions
(KDLM) renders a deviating decision. Such resolution of KDLM would
require a majority of three quarters of its members. In this way, a
clearance of the transaction under applicable media-supervisory laws
could still be achieved irrespective of the negative decision of KEK.
In the parallel proceedings regarding the approval of the transaction
by the Federal Cartel Office, Axel Springer AG will have to react by
January 12, 2006 to the second preliminary ruling from the Federal
Cartel Office dated January 6, 2006 regarding an intended denial of
such approval.
On August 5, 2005 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. The consummation of the share purchase agreement is, however,
still subject to approval of the transaction by the antitrust
authorities and media regulators. The same is true for the public
tender offer submitted by Axel Springer AG which lapsed on November
3, 2005. In case of a definitive denial of the required antitrust and
regulatory approval, the transaction including the tender offer would
therefore not be consummated.
end of announcement                               euro adhoc 10.01.2006 16:59:50

Further inquiry note:

Katja Pichler
Corporate Spokesperson
Tel.: +49 (0) 895907 1180
E-Mail: Katja.Pichler@ProSiebenSat1.com

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

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