EQS-Adhoc: ProSiebenSat.1 Media SE approves proposed agreement with General Atlantic on the acquisition of its minority stakes in NuCom Group and ParshipMeet Group together with an intended sale of Verivox

ProSiebenSat.1 approves proposed agreement with General Atlantic on the acquisition of its minority stakes in NuCom Group and ParshipMeet Group together with an intended sale of Verivox

• Executive Board and Supervisory Board pave way for simplification of Group structure and sale of Verivox
• Signing of binding agreements on the two transactions expected shortly
• ProSiebenSat.1 to become sole owner of NuCom Group and ParshipMeet Group through a buy-out of General Atlantic’s minority stake in both entities

Unterföhring, 20 March 2025. The Executive Board and the Supervisory Board of ProSiebenSat.1 Media SE today approved a proposed agreement with 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.

In connection with the intended Verivox sale, ProSiebenSat.1 today agreed with General Atlantic to acquire its entire minority shareholdings in NuCom Group (excluding flaconi) and ParshipMeet Group for a consideration which, amongst others, includes a cash component of EUR 10 million, the transfer of approx. 5.9 million ProSiebenSat.1 treasury shares (corresponding to approx. 2.5% of the company’s share capital and to a current market value of approx. EUR 38 million) to General Atlantic, as well as a fixed exit participation for General Atlantic in the amount of EUR 50 million payable upon an exit of ProSiebenSat.1 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 approx. EUR 95 million (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.