The Company expects that the transaction will increase underlying earnings per share, and that the generated returns will exceed the ProSiebenSat.1 Group’s cost of capital over time. Synergies from the merger are to be between EUR 80 to 90 million per year, two-thirds of which come from cost savings and one-third from additional revenue potential. The full value of the projected synergies is expected to be realized as of 2010. The acquisition will be financed entirely with new syndicated credit facilities provided by a group of banks and institutional debt investors led by Bank of America, Calyon, Credit Suisse, HypoVereinsbank, JP Morgan, Lehman Brothers, Morgan Stanley and Royal Bank of Scotland. The Company intends to redeem EUR 150 million notes prior to their maturity in May 2009 by exercising the make-whole provision in August 2007.

After the transaction had been cleared by the Independent Directors’ Committee (IDC), a body composed solely of independent members of the Supervisory Board of the ProSiebenSat.1 Group, IDC Chairman Greg Dyke announced: “We have supervised the entire transaction process and have authorized the transaction. We believe that ProSiebenSat.1 is acquiring SBS at fair value. The acquisition of SBS on these terms is a very attractive opportunity for ProSiebenSat.1 to create a TV Group that will be unique in Europe.” Citi has confirmed in a financial fairness option that the enterprise value underlying the transaction is fair, from a financial point of view, to ProSiebenSat.1.

Integration of the two groups is to begin immediately after the transaction is completed. Patrick Tillieux, Chief Executive Officer of the SBS Broadcasting Group, will join the Executive Board of the ProSiebenSat.1 Group as Chief Operating Officer, with responsibilities for international TV, radio, print and group operations.

As part of the takeover of the SBS Broadcasting Group, the ProSiebenSat.1 Group could get a new strategic shareholder in mid-2008. Telegraaf Media Groep N.V., which held 20 percent of the SBS Broadcasting Group, has an option to reinvest in the new group and to acquire 12 percent of the voting common stock held by Lavena Holding 5. Upon execise of the option, Telegraaf Media Groep would hold 6 percent of the ProSiebenSat.1 Group’s share capital. Lavena Holding 5 would then hold 44.7 percent of the share capital and 76 percent of the common stock, compared to the former 50.7 and 88 percent, respectively. The free float of 37.3 percent of the capital stock would remain unchanged.

ProSiebenSat.1 Media AG was advised in the transaction by Citi, Milbank, PricewaterhouseCoopers and Susat.

About the ProSiebenSat.1 Group

The ProSiebenSat.1 Group is the largest commercial TV corporation in Germany. The Company is headquartered in Munich. With its four stations, Sat.1, ProSieben, kabel eins and N24, it owns the country’s largest family of commercial TV channels. The Group’s Call TV station, 9Live, is the market leader in transaction television. ProSiebenSat.1 is also the largest provider of mobile TV. maxdome, which the Group operates jointly with United Internet, is the largest video-on-demand portal in the German market. All the Group’s online services are pooled in ProSiebenSat.1 Networld, which includes the stations’ Web sites, MyVideo, a portal for user generated content, the lokalisten.de social community network, and billiger.de, a price search engine. ProSiebenSat.1 Networld is the second-largest German online network, according to the IVW, Germany’s circulation verification association for advertising services.
The principal shareholders of ProSiebenSat.1 Media AG are Lavena Holding 4 GmbH, a holding company controlled by funds advised by KKR and Permira, which holds a total of 50.7 percent of the share capital, and Axel Springer AG, with a total of 12 percent. The remaining 37.3 percent is in free float.

About the SBS Broadcasting Group

SBS Broadcasting Group is one of Europe’s leading broadcasting groups, operating commercial television, premium pay channels, radio stations and related print businesses in Western and Central and Eastern Europe. SBS currently has broadcasting operations in Belgium (Flanders), Bulgaria, Denmark, Finland, Greece, Hungary, The Netherlands, Norway, Romania and Sweden. SBS is controlled by funds advised by two leading private equity firms, Permira and KKR. Telegraaf Media Groep N.V. (TMG) of the Netherlands is also a shareholder in SBS, with a 20 0.000000e+00quity interest. For additional information, see www.sbsbroadcasting.com.