Appellate Court of Munich Rules in Favor of ProSiebenSat.1 Media AG
Milbank Acting in Appraisal Proceedings
Munich, 22 May 2007 – ProSiebenSat.1 Media AG has prevailed the judicial appraisal proceedings regarding the merger of ProSieben Media AG and SAT.1 Holding GmbH to current ProSiebenSat.1 Media AG in 2000. ProSiebenSat.1 Media AG had been represented by the international law firm Milbank, Tweed, Hadley & McCloy LLP in the long-lasting appraisal proceedings. After consummation of the merger, various former preference shareholders of ProSieben Media AG applied for a review of the exchange ratio of the merger and the determination of a cash compensation by court.
By decision which was served yesterday the Appellate Court of Munich has now confirmed a previous decision in favor of ProSiebenSat.1 Media AG of the Higher Court of Munich I dated 8 September 2006. Following such decision of the Higher Court of Munich I, several of the rejected applicants had filed an appeal against it.
A further appeal against the decision of the Appellate Court of Munich dated 14 May 2007 is not permissible. Thus, the appraisal proceedings are now final.
The Milbank team representing ProSiebenSat.1 Media AG included partners Ulrike Friese-Dormann (Munich) and Norbert Rieger (Munich/Frankfurt) and associate Christoph Rothenfusser (Munich) – all Corporate Advisory/Public M&A.
Milbank recently represented ProSiebenSat.1 Media AG during its acquisition by private equity houses Kohlberg Kravis Roberts ("KKR") and Permira in late 2006 as well as in relation with its intended merger with Axel Springer AG, Germany´s largest newspaper publishing house, in 2005.
About Milbank
Milbank, Tweed, Hadley & McCloy LLP is a preeminent global law firm that for more than 140 years has provided innovative legal solutions in many of the world’s largest, most complex, “first-ever” corporate transactions and litigation. Our transactional expertise includes capital markets, corporate finance and transactions, project finance, acquisition finance, and other major fields of law practice. Milbank litigation teams resolve disputes involving mergers and acquisitions, proxy battles, financings and securities offerings, intellectual property, white collar crime, and corporate restructurings, among others. Our clients range from prominent multinational financial, industrial and commercial enterprises to governments, institutions and individuals. The Firm is headquartered in New York, Beijing, Frankfurt, Hong Kong, London, Los Angeles, Munich, Singapore, Tokyo, and Washington, DC.
Milbank set up its first European office in London in 1979. The firm´s German offices were opened in Frankfurt in 2001 and in Munich in 2004. Milbank´s European presence has more than doubled in the last two years with growing practices in capital markets, corporate, finance, private equity, outsourcing and litigation. By combining the skill and experience of the lawyers in Milbank's German offices with that of the finance, corporate and tax lawyers based in other Milbank offices, in particular London and New York, Milbank Germany offers its clients fully integrated legal advice at the highest level in these core areas under German, English and US law.