ProSiebenSat.1 Media AG Acquires SBS Broadcasting Group – Creating a Pan-European Broadcasting Group
Milbank Advises ProSiebenSat.1 Media AG on Acquisition
Munich, 27 June 2007 – Germany’s largest commercial TV corporation, ProSiebenSat.1 Media AG, is to acquire the Dutch-Scandinavian broadcasting group Scandinavian Broadcasting Systems (SBS) in a fully debt-financed EUR 3.3 billion buy-out. The international law firm Milbank, Tweed, Hadley & McCloy LLP advised ProSiebenSat.1 Media AG on a range of issues that included the negotiation of the share purchase agreement, the execution and coordination of the due diligence, the financing and the tax structuring of the transaction.
The new Group, which will continue to operate under the name of ProSiebenSat.1 Media AG, will be headquartered in Munich. By way of the acquisition of SBS, the new ProSiebenSat.1 Group will form the first fully integrated pan-European media group with free and pay TV, radio, print and internet activities operating in 13 European countries. With its TV operations, the new Group will reach more than 77 million TV-households in Europe, placing it second among all European TV providers. Since the transaction is not subject to approval by antitrust or other regulatory authorities, the execution of the share purchase agreement will be completed in early July.
The Milbank team representing ProSiebenSat.1 included lawyers from Munich, Frankfurt and London:
- Corporate/M&A: Norbert Rieger (Lead Partner, Munich an Frankfurt), Martin Erhardt, Christoph Rothenfusser (both Munich), Ulrike Friese-Dormann (Partner, Munich), Michael Pujol, Daniel Gubitz, Georg Lindner (all Munich); Stuart Harray (Partner, London), William Belcher, Mathew Wells (both London).
- Finance (all Frankfurt): Thomas Ingenhoven, Stephan Dulitz, Guido Jestädt.
- Tax (all Munich): Rolf Füger (Partner), Thomas Kleinheisterkamp, Matthias Schell.
The team around Norbert Rieger has advised ProSiebenSat.1 Media AG for more than ten years respresenting the company in numerous transactions that include the company's proposed merger with Axel Springer AG in 2005, ProSiebenSat.1's takeover by private equity firms Kohlberg Kravis Roberts & Co. and Permira in late 2006, as well as the long-lasting appraisal proceedings initiated by minority shareholders in the aftermath of the merger of ProSieben and Sat.1 in 2000, in which, in May 2007, the Higher Regional Court of Munich eventually dismissed the claim of several shareholders for additional cash payments.
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.