ProSiebenSat.1 Media (PBSFF.PK) announced Thursday that its Executive Board and Supervisory Board approved a proposed agreement with U.S. private equity firm General Atlantic on the acquisition of its minority stakes in NuCom Group (excluding flaconi) and ParshipMeet Group in connection with, and subject to, the intended sale of Verivox which was also approved today. The corresponding binding agreements both with General Atlantic and on the sale of Verivox are expected to be signed shortly.
Regarding the planned Verivox sale, ProSiebenSat.1 has reached an agreement with General Atlantic to acquire its full minority shareholdings in the NuCom Group (excluding flaconi) and ParshipMeet Group. The terms of the deal include a cash payment of 10 million euros, the transfer of approximately 5.9 million ProSiebenSat.1 treasury shares (around 2.5% of the company's share capital, with a current market value of approximately 38 million euros) to General Atlantic, and a fixed exit participation of 50 million euros for General Atlantic, which will be payable upon ProSiebenSat.1's exit from the ParshipMeet Group.
In addition, General Atlantic will participate alongside ProSiebenSat.1 in proceeds (if any) from a pending litigation of NuCom Group vis-à-vis a third party; possible claims from such litigation are not yet reflected in ProSiebenSat.1's accounts.
General Atlantic will hold its 28.4% minority stake in flaconi directly and not, as currently, indirectly through NuCom Group. ProSiebenSat.1 will maintain a preferred equity interest of about 95 million euros (as of year-end of 2024) in flaconi, along with a 71.6% majority stake.
The closing of the General Atlantic transaction will be subject to the closing of the Verivox sale which is expected to occur shortly after signing, and confirmation of the underlying values by an expert valuation. As a result, ProSiebenSat.1 will gain full control and flexibility over the strategic direction of the NuCom Group, flaconi and ParshipMeet Group businesses, including divestment decisions for all assets.
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