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ProSiebenSat.1 Media AG

euro adhoc: ProSiebenSat.1 Media AG
Mergers - Acquisitions - Takeovers
Ad Hoc Disclosure under Sec. 15 of the German Securities Trading Act ProSiebenSat.1 Media AG Acquires SBS Broadcasting Group, Creating a pan-European Broadcasting Group

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
Company Information
27.06.2007
Munich, June 27, 2007. ProSiebenSat.1 Media AG is to acquire SBS 
Broadcasting Group. The transaction volume totals EUR 3.3 billion. 
The ProSiebenSat.1 Group and the shareholders of the SBS Broadcasting
Group signed a share purchase agreement today. The closing of the 
transaction is not subject to approval by antitrust or media 
regulators. The share purchase agreement will be completed by the 
beginning of July 2007.
Through this transaction, ProSiebenSat.1 Media AG, Germany´s largest 
TV corporation, intends to create a pan-European broadcasting group. 
Through internationalization and accelerated diversification of 
revenue sources the Group will significantly reduce its dependency on
the German TV advertising market.
As a result of the acquisition, the ProSiebenSat.1 Group will be 
active in 13 European countries. The new Group will have 24 free TV 
stations, 24 pay TV stations, and 22 radio networks, among other 
assets. The ProSiebenSat.1 Group will expand its reach to more than 
77 million European TV households, placing it second among TV 
providers in the EU. On the basis of a pro forma calculation for 
2006, the SBS acquisition will increase revenues by 48 percent, from 
EUR 2.1 billion to EUR 3.1 billion. EBITDA will grow by 43 percent, 
from EUR 484 million to EUR 691 million. SBS´s recurring EBITDA in 
2006 was EUR 207 million. For the first quarter of 2007, SBS showed 
EBITDA growth of EUR 16 million, or 79 percent, to EUR 36 million.
Citigroup has confirmed in a financial fairness option that the 
enterprise value underlying the transaction is fair, from a financial
point of view, to ProSiebenSat.1. The Company expects that the 
transaction will increase underlying earnings per share, and that the
generated returns will exceed the ProSiebenSat.1 Group´s cost of 
capital over time. Synergies from the merger are to be between EUR 80
to 90 million per year, two-thirds of which come from cost savings 
and one-third from additional revenue potential. The full value of 
the projected synergies is expected to be realized as of 2010. The 
acquisition will be financed entirely with new syndicated credit 
facilities provided by a group of banks and institutional debt 
investors led by Bank of America, Calyon, Credit Suisse, 
HypoVereinsbank, JP Morgan, Lehman Brothers, Morgan Stanley and Royal
Bank of Scotland. The Company intends to redeem EUR 150 million notes
prior to their maturity in May 2009 by exercising the make-whole 
provision in August 2007.
The new Group, which will continue to bear the name ProSiebenSat.1 
Media AG, is to be headquartered in Munich. Integration of the two 
groups is to begin immediately after the transaction is completed. 
Patrick Tillieux, Chief Executive Officer of the SBS Broadcasting 
Group, will join the Executive Board of the ProSiebenSat.1 Group as 
Chief Operating Officer, with responsibilities for international TV, 
radio, print and group operations.
As part of the takeover of the SBS Broadcasting Group, the 
ProSiebenSat.1 Group could get a new strategic shareholder in 
mid-2008. Telegraaf Media Groep N.V., which held 20 percent of the 
SBS Broadcasting Group, has an option to reinvest in the new group 
and to acquire 12 percent of the voting common stock held by Lavena 
Holding 5. Upon exercise of the option, Telegraaf Media Groep would 
hold 6 percent of the ProSiebenSat.1 Group´s share capital. Lavena 
Holding 5 would then hold 44.7 percent of the share capital and 76 
percent of the common stock, compared to the former 50.7 and 88 
percent, respectively. The free float of 37.3 percent of the capital 
stock would remain unchanged.
end of announcement                               euro adhoc 27.06.2007 01:58:32

Further inquiry note:

Katja Pichler
Company Spokesperson
Tel.: +49 (0)89 9507 1180
E-Mail: Katja.Pichler@ProSiebenSat1.com

Branche: Media
ISIN: DE0007771172
WKN: 777117
Index: Midcap Market Index, MDAX, CDAX, Classic All Share, HDAX
Börsen: Börse Frankfurt / official dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Düsseldorf / free trade
Börse Hannover / free trade
Börse München / free trade

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