UNTERFÖHRING (dpa-AFX) - ProSiebenSat.1 rejects the demand of MFE, the major Italian shareholder controlled by the Berlusconi family, for a split-up. Andreas Wiele, Chairman of the Supervisory Board, told Deutsche Presse-Agentur: "It is difficult for us to see any positive aspect of this spin-off."

In the opinion of the Management Board and Supervisory Board, the MFE demand is not in the interests of all other shareholders, the media group also announced on Wednesday. The Annual General Meeting is on April 30. There, shareholders will vote on all proposals - including those of Media for Europe (MFE).

MFE wants to split its core TV and streaming business as well as other business areas such as dating portals and trading platforms into two listed companies in order to focus more strongly on TV.

The group, which is controlled by the family of the late Italian ex-Prime Minister Silvio Berlusconi and also operates TV activities in Spain, has held shares in ProSiebenSat.1 for years. The question has repeatedly arisen as to what goals the Milanese are pursuing with this. MFE is below the 30 percent threshold - if they were above it, they would have to make a takeover bid due to the threat of overpowering. Recently, it seemed as if the relationship had improved. MFE emphasized that it was looking for synergies, especially in the advertising sector.

The MFE proposals announced around a week ago, which include a proposal for supervisory board positions in addition to the split, obviously came as a surprise to ProSiebenSat.1. CEO Wiele told dpa: "Yes, we are surprised about the procedure and in particular the content of the proposals." He added: "Over the past two years, we have attached great importance to having a good exchange with our two major minority shareholders, who are also active in the media sector themselves, and at the same time always maintaining a balance so that the interests of all shareholders are equally safeguarded." In addition to MFE, the international investment company PPF Group also holds a major stake in ProSiebenSat.1.

When asked how he explained MFE's behavior, Wiele said: "I can only speculate about it and try to read from the applications. They paint a clear picture for us: that these motions are all aimed at exerting more influence on the company than a shareholder who holds less than 30 percent of the shares is entitled to. This is not something we can approve in the interests of all shareholders."

Rejection expected at the Annual General Meeting

Looking ahead to the Annual General Meeting, the Chairman of the Supervisory Board said: "It is important that as many shareholders as possible take part in the discussion and vote so that it truly reflects a full picture of shareholder opinion." Wiele added: "We firmly believe that the Annual General Meeting will not approve these proposals with the required majority."

According to Wiele, the spin-off would result in each shareholder receiving one share in each of the two companies. The current plan at ProSiebenSat.1, on the other hand, is to sell majority stakes in the Commerce & Ventures and Dating & Video divisions and thus reduce the debt ratio of the entire Group. "A split into two independent companies would completely rule this out, as the cash flows from the sale of the individual assets would no longer be able to flow into the entertainment company."

The Management Board and Supervisory Board are in agreement that the focus should be on the core business and digitalization. Due to the high level of debt, areas that are not part of this are to be sold at a sensible time. "The companies that are potentially up for sale first - Flaconi and Verivox - are in such a good position strategically and financially that they can now find a buyer," said Wiele. The sale would enable the company to significantly reduce its debt and at the same time invest more in its core business, particularly in content for TV channels and the streaming platform Joyn.

Wiele sees further negative aspects of a split-up: "We would be much less capable of acting. We would be smaller." The Chief Executive Officer added: "And it could be that the debt remaining in the company is so high that the actual value of the company minus the debt is so low and that the share price would be so low that the company would almost no longer be tradable or there would potentially be a high risk of a takeover at too low a price." In Wiele's view, the spun-off company would also not be viable on the stock market.

In addition to MFE, PPF had also submitted its own proposal for the composition of the Supervisory Board. Wiele said: "We don't think it's right for the Supervisory Board to adopt a proposal in which the majority of the Supervisory Board representatives are either affiliated with PPF or MFE or have been proposed by them - even if they are independent."/rin/DP/jha