(Reuters) – The supervisory board of ProSiebenSat.1 will meet later on Sunday to discuss a potential deal that could hand U.S. private equity firm General Atlantic a minority stake in the German broadcaster, two sources close to the matter told Reuters.
General Atlantic is a co-investor in ProSieben’s internet units – price comparison website Verivox, perfume e-retailer Flaconi, and online dating platform ParshipMeet Group – which the TV group is looking to sell.
ProSieben said earlier this month it was working on a deal to buy the U.S. firm’s minority stakes in ParshipMeet and in NuCom Group, the holding company housing Verivox and Flaconi, using as payment a mandatory convertible bond it would issue or possibly treasury shares.
The deal would make ProSiebenSat.1 the sole owner of the digital assets, removing an obstacle to the proposed sales of Verivox and Flaconi, which General Atlantic has the power to block currently.
ProSieben is considering an option it has to sidestep a shareholder vote in issuing the shares needed for the mandatory convertible bond, one of the sources said.
It can do that through a ‘contingent’ capital increase, an option allowing the company to issue up to 23.3 million shares, or 10% of its share capital, with only supervisory board approval, the person said.
ProSieben and General Atlantic declined to comment.
The ‘contingent capital’ option would dilute the stakes of ProSieben’s existing shareholders, including top investor MFE-MediaForEurope, which holds nearly 30% of ProSieben, just below the threshold that under German laws triggers a mandatory bid.
MFE, controlled by Italy’s Berlusconi family, has secured a 3.4 billion euro financing package to fund a potential takeover of ProSieben, which it could launch later this year under a push to build an ad-funded European broadcaster.
MFE would use part of the debt package to refinance 2.1 billion euros in gross debt ProSieben may need to repay should MFE cross a 50% voting stake. A ‘change of control’ clause in the debt contracts gives ProSieben’s creditors the option to do that.
ProSieben had a market capitalization of 1.4 billion euros at Friday’s prices.
(Reporting by Elvira Pollina in Milan; Additional reporting by Christoph Steitz in Frankfurt; Editing by Valentina Za and Bernadette Baum)
