KirchMedia as main share holder in the new TV holding ProSiebenSAT1.1 Media AG – Axel Springer Verlag to Hold 11.5% – Rewe to receive 6% stake in KirchMedia.

The companies ProSieben Media AG and SAT.1 with their television channels ProSieben, Kabel 1, N24 and SAT.1 are to be merged. This has been agreed by the Managing Board of ProSieben Media AG and SAT.1 management. The agreement will be signed in the near future. KirchMedia (59% in SAT.1; 58.4% of ProSieben ordinary shares), Axel Springer Verlag (41% in SAT.1) and Rewe (41.6% of ProSieben ordinary shares) have decided in favour of this restructuring.

It has been agreed that a highly efficient family of stations will be formed before the end of this year. All the partners are unanimous that this alliance among the stations can achieve sustained value-orientated growth and lead to optimal competitive positioning. Amalgamation of the companies is still subject to the approval of the supervisory bodies of ProSieben and SAT.1 and must also be notified to the responsible media authorities. It will be the subject of a resolution for submission at the General Meeting of ProSieben Media AG and at the meeting of the SAT.1 shareholders, probably on 22nd August.

Shareholder structure of the ProSiebenSAT.1 Media AG

The family of stations will be headed by a TV holding, ProSiebenSAT.1 Media AG, which will be quoted on the stock exchange. The present ProSiebenSAT.1Media AG shareholders will be taking over 72% of ProSiebenSAT.1 Media AG and the present partners in SAT.1 & Co KGaA with 88.52% of the ordinary shares and 16.52% of the preference shares. This is equivalent 52.52% of the share capital. Axel Springer Verlag AG will receive 11.48% of the ordinary and preference shares (11.48% of the share capital). 72% of the preferred stock will be widely spread. This is equivalent to 36% of the share capital.

The Managing Board will comprise Urs Rohner as Chairman (Multimedia, News, Marketing), Dr. Ludwig Bauer (Television), Jurgen Doetz (Media Policy) and Lothar Lanz (Finance, Services, Merchandising). Initially, Fred Kogel will be escorting the amalgamation process as Managing Director of SAT.1 and Media 1 and subsequently moving onto the Supervisory Board of ProSiebenSAT.1 Media AG. He has reorganised SAT.1 to become a successful industrial company. Added to that he intends to take on further tasks. The co-operation of Fred Kogel and KirchMedia is intended to be continued.

Axel Springer Verlag will hold approximately 11.5% of the family of stations – KirchMedia has option to take over the shares

Prior to reorganisation, KirchMedia has reached agreement with Axel Springer Verlag and Rewe-Beteiligungs-Holding GmbH on modifying the structures. KirchMedia and Axel Springer Verlag have agreed to incorporate SAT.1 into the proposed grouping. Commensurate with its present shareholding, Axel Springer Verlag will own an 11.48% stake in ProSiebenSAT.1 Media AG. At the same time, Axel Springer Verlag and KirchMedia have decided to grant each other an option to transfer the shares held by Axel Springer Verlag to KirchMedia at a later date or to take these over.

Rewe to transfer ProSieben shares to KirchMedia and receive a stake in KirchMedia in return

Rewe will be transferring its ProSieben ordinary shares to KirchMedia and receiving a 6.0% stake in KirchMedia in return. This represents a further increase in the capitalisation of KirchMedia. With Rewe as a shareholder, the company will be structured as follows: KirchHolding 76.25%; Thomas Kirch 6.87%; Rewe 6.0%; Capital Research Fund 3.08%; Fininvest, Kingdom Holding and Lehman Brothers Merchant Banking Partnership Fund 2.60% each. The KirchGruppe has bundled its equity interests in free-televisions stations, rights trade, programme production and film technology into KirchMedia. In addition to holding shares in ProSieben and SAT.1, KirchMedia also has interests in DSF, the Telecinco Group in Spain and the Italian TV company Mediaset.

Stations to maintain present locations – Family offers synergy potential

The merger of SAT.1 and ProSieben will give rise to the largest German television company with revenues of some two billion euros and a pre-tax result of approximately 200 million euros. Integration of the two companies is to be completed by the end of the year. The headquarters of ProSiebenSAT.1 Media AG will be in Unterfohring near Munich. The stations SAT.1, ProSieben and Kabel 1 will remain at the present locations.

This family of Stations will open up considerable potential for synergies and efficiency. As a result of improved communication and co-ordination, the stations can make optimal use of existing programme resources and enhance their individual profiles. They can develop new, customised offerings for the advertising industry. KirchMedia will be able to continue to optimise its value chain for programmes and multimedia formats.

For Further Information Please Contact:

www.kirchmedia.de

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KirchMedia Corporate Communications:
Dr. Johannes Schmitz +49 89 9956 2324
Birgit Huther +49 89 9956 2325