15.12.2006 – 00:20

ProSiebenSat.1 Media AG

euro adhoc: ProSiebenSat.1 Media AG
Mergers - Acquisitions - Takeovers / KKR/Permira to Be New Majority Shareholder of ProSiebenSat.1 Media AG

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.

14.12.2006

Ad Hoc Disclosure under Sec. 15 of the German Securities Trading Act

KKR/Permira to Be New Majority Shareholder of ProSiebenSat.1 Media AG
- Consortium acquires 50.5 percent of capital stock
- KKR/Permira announces tender offer
- European TV Group considered

Munich, December 14, 2006. Today Lavena Holding 4 GmbH, which is
controlled by funds advised by KKR and Permira, has signed a share
purchase agreement for the acquisition of German Media Partners
L.P.’s majority stake in ProSiebenSat.1 Media AG, Germany’s largest
TV broadcasting group. Upon completion of the share purchase
agreement, Lavena Holding 4 GmbH will acquire approximately 88 per
cent of the voting common shares and approximately 13 per cent of the
non-voting preference shares in ProSiebenSat.1 Media AG and will hold
approximately 50.5 per cent of the registered share capital. The
parties have agreed on a price of 28.71 Euro per common share and of
22.40 Euro per preference share. The completion of the share purchase
agreement is subject to antitrust and media regulatory clearances.

Furthermore, Lavena Holding 4 GmbH has today announced its intention
to launch a voluntary public takeover offer to the shareholders of
ProSiebenSat.1 Media AG. The offer price per preference share will be
equal to the volume weighted average share price during the last
three months prior to the announcement of the takeover offer. The
takeover offer will be conditional upon the completion of the share
purchase agreement. Details of the intended offer will be published
in an offer document of Lavena Holding 4 GmbH upon approval of such
offer document by the Federal Supervisory Agency on Financial
Services (BaFin).

With the takeover of the ProSiebenSat.1 Group - the largest TV
corporation in Europe’s largest economy - KKR and Permira are
pursuing a strategic interest. The new investors consider after
completion of the takeover process to create a European TV group by
combining the ProSiebenSat.1 Group with their majority owned SBS
Broadcasting. The enlarged Group would be a leader in the ongoing
strategic evolution of the television industry, and will tap new
markets.

end of announcement                               euro adhoc 14.12.2006 23:46:36

Further inquiry note:

Katja Pichler
Corporate Spokesperson
Tel.: +49 (0)89 9507 1180
E-Mail: Katja.Pichler@ProSiebenSat1.com

Branche: Television
ISIN: DE0007771172
WKN: 777117
Index: Midcap Market Index, MDAX, CDAX, Classic All Share, HDAX
Börsen: Frankfurter Wertpapierbörse / official dealing/prime standard
Börse Berlin-Bremen / free trade
Hamburger Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Niedersächsische Börse zu Hannover / free trade
Bayerische Börse / free trade